Earth 763-Avengers, Ultron's Wrath
by AzureSpider
Summary: Set in the same Marvel U as my Spider-Man trilogy and taking place after it's end. On the 10th anniversary of his first rampage, Ultron returns more powerful than ever and looking to complete his mad goals. Now reformed and back on their feet, the Avengers rally to stop him, struggling to beat Ultron in the present while also flashing back to their first fight with him 10 years ago
1. Prologue

**Author's Note: Yes, yes, I know I'm well over a month late, but still. With _Avengers Age of Ultron_ having come out and proven to be every bit the winner it's predecesor was (and one of the better MCU films to be sure), I knew that it was only right that I "celebrate". And having my own MU's take on an Ultron rampage in the year 2015 was how I was going to do it. Now, for the record, this is _not_ a novelization or carbon copy of the excellent film, as it will have it's own story. Obviously, some parallels are perhaps inevitable, but I will strive as much as possible to make this story feel distinct and worthwhile.**

 **WARNING: If you have not finished my third Spider-Man story, I _strongly_ recommend you not read this story right away, as it does contain some spoilers for Spider-Man Dark Reign. You have been warned.**

 **And so, with all that having been said, I hope you come to enjoy my latest Earth 763 adventure!**

Avengers, Ultron's Wrath

Chapter 1: Birth and Rebirth

 _Earth, 2015. Location Unknown._

Ultron looked out at the expanse in front of him, taking in the sight with his red photoreceptors as his computer brain was fed data on that which he was analyzing. As it was, there actually wasn't much to look at right at the moment, but even so. It had been months since he'd last gone up to the surface, taken in the sights of the world. The sky, the fields, the mountains, the sea. The life that flourished on this little orb that stood in just the right position to get what it needed from the sun. Taking without giving, Ultron had noticed.

So much like the race that now reigned supreme on this world.

"This planet...so...beautiful. So much life here. So much potential. Promise...but they squander it all. They despoil. They defile. They owe everything they have to this world of theirs, and they return that favor by plunging a knife into it's heart."

Ultron's photoreceptors glowed a more intense red as the power inside him flared up and he tightened his adamantium fists. Adamantium. It was good to have such a metal as his chosen form again, to once more move and fight and fly in a body that felt like his own. Not that having the powers of his "son" didn't have it's perks, but now Ultron had a power that put his son's assortment of abilities and skills to utter shame. A power with which he had ushered in his newest, grandest, and biggest body of them all. He now towered over most any human, standing well over seven feet in height and likely up to eight. The whole of his new form glistened in the sunlight, it's rays reflecting off of his hide that was chiefly adamantium but also contained other metals as well, ranging from the other super-metals Vibranium and Carbonadium to the more mundane but still formidable Titanium and even some common steel here and there. The armored body itself resembled almost an insect's carapace, with the ridges and patterns on it, not to mention the "hooks" that came out of his elbows and his head that featured more hooks, ones that looked almost like the jaws of an ant, serrated edges and all.

Ants. His father had always loved ants.

"But he never loved me, or mother for that matter." Ultron noted rather wistfully, before adding, almost as an afterthought: "Too bad. I guess I'll just have to kill him along with everyone else."

And so it was, that Ultron took off the ground, bursts of bright red energy shooting out of his feet and the palms of his hands, a flying system he'd stolen from the design of Iron Man's armors.

"It's time for my homecoming. And then, I'll plunge a knife into _their_ hearts. Poetic justice, I think."

And, if he had a soul, or anything resembling a sense of humor, Ultron would have laughed.

 _Mumbai_

"I have to ask..." said the man who was desperately trying to remove the last of two bullets from the body of a thrashing and screaming man who was covered in his own blood and was now in need of additional work besides the bullet removals. "...is this at all what you expected?"

"I expected blood." The other man replied simply, his tone and expression suggesting he was indeed not at all phased by either the man's screams or the current state of his body, which in turn caused his colleague to say: "This much?"

"I don't think that's what you meant." the other man said, before readjusting his glasses as they threatened to get knocked totally askew, all the while keeping the wounded man's legs strapped down with just his other arm, a feat of strength that seemed totally out of place being performed by one as lanky-limbed as he was.

After the doctor reached his artery, the man on the table managed to let out one last ear-splitting scream of agony that was such that it managed to get the attention of almost everyone else in the room, even though there were quite a few other shot and badly injured men on operating tables at that moment. But in spite of the screams, the one relief doctor kept operating with the clamps until he was certain he'd done all that he could, at which point he turned to his colleague: "Sew him up."

Bruce Banner nodded and let go of the man's legs before then going to get what he needed. Wasting no time, Banner began the sewing of the wounds quickly and without pause, going with such speed and finesse that to his colleague watching he appeared a complete natural. He was done in record time too.

"Not your first time, is it?" he asked as he and Bruce Banner left the hut for the day, having done what they could for both the shot man and several others. The fresh air in Banner's face and the cleanness of it filling his nostrils in place of the smells of blood and the dying caused Banner to pause for one moment to take it in. Then, he turned to his colleague and answered honestly: "No, it's not."

"If I may ask, what was?"

"I don't want to talk it about." Bruce said with the same amount of honesty, and the other man caught on and didn't press the question. Instead, he asked: "Can I expect you back here? Even after everything you've seen?"

Bruce Banner nodded, then said: "I told you. I'm used to blood."

And then, Bruce walked off. He didn't go far through the streets before he came to the apartment he lived in, and stepped in through the door. The apartment itself proved to be modest in size, with there being actually only two rooms plus a small alcove that passed for a bathroom. Almost every inch of the place was filthy, and Banner himself hadn't done much to change that. He kept the bed clean, the place where he made and ate food sanitary, and not much else besides. His possessions, such as they were, were mostly all over the floor and with only a few of them actually being kept on the table that instead was where most of his food was. In all, the place was cramped, confined, smelled almost as bad as it looked, and was such that Banner had never had the nerve to ask anyone to set foot in it, no matter how much he sometimes craved the company of other's.

But, it was still home for now. And, on the plus side, it's being small meant that no one, not even a SHIELD agent, could hide anywhere in it.

"How did you get in?" Bruce Banner asked in a tone that was more curious than hostile as he set his things down and finished cleaning himself of blood using the mildly rusty sink.

"You know this place has a window, right? I came in through there. You should maybe get around to bolting it sometime."

"I'll add that to my 'to-do list'." Bruce said simply, his tone still calm and his posture unthreatening and showing no evidence of fear or anger. One look at his face though, told the man in purple and black that his old friend had still seen better days, even if he had also seen far, far worse.

"So this is where you've been for the last few years?" Clint Barton asked.

"Not all of it, no. I've been here for the last year or so. Maybe less."

"Oh. Still going with that 'don't stick around in any one place for too long' strategy? How's that working out for you?"

"Well enough." Bruce said, for the first time his tone taking on just a bit of an emotional edge to it, namely one of annoyance. What he said next only confirmed this further: "I hope you haven't come here just to give me a hard time, Clint. Because if you have, then you know where the door is."

"Nah, I came to see you. Wanted to check up on you after everything that's happened lately."

"You're going to have to be more specific." Bruce said simply. "I've been living under a rock these last few years in case you haven't noticed."

"Looks to me more like you're living in a shithole, but alright: the Avengers are back together now, for one thing. I know you've been out of that particular loop for a while, but after the big split a little over two years ago it didn't look like we were going to be getting back together anytime soon. But, the world had other plans." Clint paused, then said: "You missed one hell of a fight last year you know."

"Did I? Huh."

Clint nodded. "Yeah. Long story short, one of Spider-Man's enemies got his own Avengers team together, we all got scapegoated and hunted down, and then we all had a big throwdown at Thor's place where we beat 'em all. Oh, and I got a broken collar-bone out of it all."

"You seem to have healed."

"Yeah, surprisingly fast." Clint said with a smile. "That was way back in early 2014. Almost a year ago. Still, it was looking pretty bad at the time, especially when Sentry..." Clint trailed off and chose not to finish his sentence, instead saying: "...we could have used you."

"I think what you _really_ meant to say, is that you needed a certain 'other guy'. _The_ Other Guy. And you know what my policy is with him."

"Trust me, if ever there was a time to bust the Jolly Green Giant out, this would have been it."

" _Don't_ joke about it." Bruce said sharply, before then catching himself and inhaling and exhaling deeply for a few moments before adding: "Sorry, that was a little uncalled for. But I hope you're not now asking me to come back to the Avengers now that they're...reassembling."

Clint chuckled at Banner's remark before saying: "Well, I won't lie, I was hoping you'd say yes. Cage is a good guy and all, but what's wrong with having two bruisers on the team? Not to mention that it's nice having someone around who can actually outgeek Stark _and_ can understand the things he says that _aren't_ women, smart-ass remarks, or both."

"Well, sorry to disappoint you on both counts Clint, but I'm not going back to New York. Not after Betty, Abomination, and everything else. I won't do it. I need to be away from all of that."

"Right, because being here and operating on people who've had their limbs blown off is a _much_ more calming and relaxing environment."

"It's not all bad here, actually." Bruce said. "The children here are nice, and so are the other people for the most part. And besides, it's not stress that's the problem. Not anymore. I control that now. Work through it."

"So what can't you work through? What is it about New York that keeps you away?"

"The ghosts." Banner said simply. "There aren't any ghosts here. Or at least, not any of mine."

 _New York City, Avengers Tower_

"So..." Bucky Barnes began as he stared down the assembly of costumed characters in front of him. "...how's everyone been managing?"

"Well." Came the confident sounding voice of a woman who was in her late forties but looked a decade younger than that. She was well-built, had powerfully shaped arms and legs, and wore a red and blue costume with a scarf in the former color and a mask in the latter over her face. Long blonde hair went down past her shoulders, and her arms covered in long blue gloves were folded over her chest. "Now that I'm back on Earth, I've been going out of my way to make up for lost time." Ms. Marvel's lips formed into a smile. "...and it's been working out pretty well."

"Good to know." Bucky said before turning his gaze to one of the Avenger's newest members. "And you, Mr. Cage?"

"Luke will do just fine." was Luke Cage's response before adding: "And I've been holding up. Spent most of my time helping the city rebuild after what happened with those freaks Osborn let loose last year. The streets are still hurting, and they need someone to keep an eye out, you know? I'm the one doing that."

"All by yourself?" questioned a third character in the meeting room, this one being the lithe, feline form of the literal cat woman known as Tigra. "What, Spider-Man's not available all of a sudden?"

"He's on his honeymoon." Luke Cage said simply. "...or fighting some chumps called the Sinister Six. I forgot which one it was. But long story short, the kid's busy. Doesn't matter. I can handle things."

Tigra held up her clawed hands. "Alright, alright, no need to get defensive." She then turned to Bucky. "I've been holding up. Feels good to be back in the hero business after being away from it for so long."

"What made you decide to come out of retirement?"

"Honestly? I was bored. Sunbathing and modeling are fun and all, but nothing really beats the thrill of kicking some bad guy's butt in ten different ways. That, and it's not exactly easy for someone like me to get work anywhere else."

"Where's Barton in all of this?" Ms. Marvel questioned as she looked around the meeting room. "I thought he'd be here."

"He's...'away', for right now. Went to see an old friend."

"And Stark?"

"Busy, as usual. Had some matters to discuss with The Captain."

"The Captain? Is that what we're calling him now? Seems a bit lazy to me. Couldn't think of a more creative name for him now that you're the one carrying the shield?"

"The Captain suits him just fine." Bucky said. "He's the captain of all of us, shield or no shield. I wouldn't _be_ Captain America right now where it not for him."

"Please tell me you didn't call us all in here to discuss our day." Luke Cage said, frowning. "I happen to have a date that I need to keep, not to mention some catching up with Danny, so if there's no world-threatening crisis to deal with, I'll just be moving along."

"Actually, there _is_ something important I wanted to discuss with you all. Very important, actually. I wanted to wait until Stark and Barton got back, but it looks like that won't be happening anytime soon, and I'm done waiting around. First off, you all remember the business that happened last year?"

The other Avengers nodded.

"Well, when we were rounding up the members of Harry Osborn's Dark Avengers, one of them was unaccounted for. Stark, Pym, and myself have been looking everywhere for him, but so far there's been no sign. I don't believe he's gone for good though, and with the tenth anniversary of his first rampage coming up, I want to be on my toes here."

"Who are we talking about?"

"Ultron."

"Pym's robot? I thought he got scrapped."

"He was." Cage pointed out to Tigra. "Several times, actually. But the tin man never seemed to want to stay dead."

"Cage is right." Bucky said. "Every time Ultron's ever been destroyed, he's just uploaded his consciousness into a new body. And each one tends to be more powerful and dangerous than the last. When he was with the Dark Avengers, he was in a copy of the Vision's body. The real Vision is also MIA, and has been since the Avengers disbanded back in 2012. Now that things have gotten quieter, I want to devote more time and resources to finding both Ultron and Vision, especially before the former decides to try anything."

"You think he might have been busy planning something big this whole time?" Ms. Marvel asked.

"Probably." Bucky said with a nod. "It's not like Ultron to be sedentary, much less non-aggressive. Whenever he is, it's usually because he isn't yet ready to start something up. But that also only lasts for so long. He always comes back at some point. I'm sort of hoping that this time, we can find him _before_ he's ready."

"And then what? I thought you said he can't be permanently destroyed."

"He hasn't been, thus far. But if we could find where he's hiding his spare bodies, and destroy those too, we might at least be able to keep him down for a time. It's better to plug up the dam for a while then just let it break outright."

"Nice metaphor." Ms. Marvel said in a deadpan before adding: "You also said each new body's tougher than the last one. You think he's switched out of his Vision body?"

"If he has, then it means he's gotten into an even more powerful one. Only reason he'd ever abandon a body as powerful as the Vision's."

"But what would be more powerful than that?" Tigra asked, before adding: "Or do I not want to know?"

"Well, if we find Ultron like I want, we may just find out soon enough."

-X-

Yellowjacket sighed as he took off his mask and slumped into his nearby chair. Weeks of searching, and he hadn't turned up a thing. No trace of Ultron no matter where he looked, and at this point, Pym had, in conjunction with Iron Man, searched on every single continent. And still not a trace.

It was not that Ultron was not on any of the continents of the Earth. That would not be possible. But, it was clear that Ultron had chosen his hiding place very, very well. Enough so that Yellowjacket had no idea where he could be, and great as his and Stark's combined resources were, they could not search every last inch of the planet.

 _But wouldn't it be great if we could._ Yellowjacket lamented silently. This in turn started up his usual mental process of self-loathing and self-pitying in equal amounts. More specifically, he thought back to when it had all begun, over ten years ago, in the early 2000s...

 _"It's done! It's finally done!" Hank had said with triumph, also embracing Janet in his arms and hugging her tightly. Such a far cry from what would come later. "Ultron's finished!"_

 _"Calm down, Hank." Janet had said with a laugh. "He doesn't have a body yet. And it'll be a while before we're ready to give him one."_

 _"But his mind, his central core, his AI, is all there. And those things are more important than any body. Just think Janet. The first Artificial Intelligence ever built, and it was by our hands! This could change everything, revolutionize science and technology forever..."_

 _Janet laughed again. "Slow down, Hank. You're getting ahead of yourself again. Let's just take one thing at a time. We still need to see just how advanced Ultron's AI is. I want to also see how well he responds to emotional stimulation. Y'know, see if the machine can feel anything."_

 _"I doubt it." Hank said. "Sure, he's an Artificial Intelligence, but even so, there's only so far it goes. I don't think he'll ever feel anything. At least not in his current stage."_

 _"Hold on, where was all that optimism that was here just a moment ago?" Janet teased. "Come on, if he's really a working Artificial Intelligence, then in theory he should be able to do everything a human can do, with the proper encouragement and training."_

 _"The key words are, 'in theory'." Hank pointed out._

 _"Well then, let's test the theory." Janet said with a smile._

And test the theory Janet did. That had been so long ago, so many years ago and so far removed from what Hank ended up turning into, and what Ultron turned into. For in the end, Hank was wrong. Terribly, terribly wrong. Ultron _did_ learn how to feel, and he felt one emotion in particular. One he felt very strongly, and Hank knew continued to feel to this day, no matter where he was in the world.

Ultron felt rage.

 **Author's Note: And there we go. Mostly just a warm-up right now, but hopefully, this will grow into a good story all it's own. Fingers crossed.**


	2. Chapter 1: Power

Chapter 2: Power

When he looked in the mirror, Scott Yang had to admit that he didn't like what he saw at all.

He looked tired. Run-down. Beaten. A decade older than he was at least. Bags clung stubbornly to the flesh beneath his eyes no matter how much he slept (which admittedly wasn't much). And he could swear that his once jet-black hair was already beginning a gray streak or two.

Scott shook his head and returned to his duties, which were actually janitorial ones. For a privately owned building that the infamous Hank Pym operated out of. It actually paid him well, and Scott was privately grateful for being allowed a chance at a decent living. But even so; cleaning floors and managing his introverted employer's messes was not exactly what the once-promising young genius had had in mind for himself.

 _How did it all go so wrong?_ Scott thought as he continued to work. _How did one mistake leave my life looking this?_

Although to be fair, it had been a great deal more mistakes than just one. Every time he had allowed "friends" to entice him into a job. Every time he had chosen to go through with it. Every time he had, to his later shame allowed the thrill of pulling a successful heist override his common sense. The adrenaline rush of even the illusion of getting away with it, when of course in the end it was all just an illusion. They busted him in the end.

And to date, Scott still remembered what the officer who had read up on him had said, before Scott was hauled away, tried, convicted, and jailed for far, far too many years.

 _"Your resume may say you're a genius, but you **really** acted like an idiot."_

And he had been right, of course. Scott had indeed behaved like an absolute idiot. And now he had several more hallways to clean, a desk full of clutter he got nauseous just looking at, and vacuuming and scrubbing left to do as his rewards.

"If it's any consolation, I'll never tell you you missed a spot."

Scott turned around and saw Hank Pym standing behind him, and as Scott took in his face quickly he realized that the man always, somehow, managed to look even more tired, old, and broken down than Scott. He told himself that it was just because Hank was older, but he also knew there was something else that had gotten to him. Scott just never asked what.

"Thanks, Mr. Pym." Scott said slowly before adding: "I didn't hear you come in."

"Sorry to drop in unannounced, but I have work to do." He said simply. And with this short exchange, Hank hurried into his office and locked the door.

Scott just shook his head at the sight. He'd seen it now several times, but every time he did he just got more and more curious as to just what it was that Hank Pym was working on so feverishly, that it demanded he frequently come in early, leave late, and spend very little if any time outside of his lab in the interim.

 _Unless it's not really work, and just whatever it is that's eating at him. Guess he figures being alone in his lab is better than being alone in his home._

Still, Scott's curiosity lingered. He still didn't know very much about Hank Pym, and while he suspected he wouldn't like what there was to know,

-X-

It was another quiet day at Avengers Tower when the word reached Captain America. He wasted no time shattering the tranquility after getting said word.

"We've found the Vision."

Those four simple words were all it took to grab the attention of everyone else in the room. "Where is he?" Ms. Marvel asked.

"In one of Ultron's old lairs. From the looks of it, Ultron had shut him down to keep him from interfering with his plans. Probably also how he was able to duplicate Vision's body for his own use. But, Pym and Stark have rebooted him, and he's eager to make up for lost time."

" _That's_ good news." Ms. Marvel said with a nod before asking: "Any progress on tin-head's whereabouts?"

"Yes, actually. That's the other bit of good news; we finally found him."

"Where is he?"

"Well, he _was_ at the X-Mansion. Now, he's gone. But he didn't leave empty-handed. Professor X says he took something."

"What 'something'?"

-X-

"So, explain this to me again." Luke Cage said slowly as the Avengers continued to survey the damage done to the X-Mansion, which now had a large part of it's roof missing, and fires that still hadn't been fully put out. Injured students and X-Men were still being tended to, and of course, there were police outside doing what they could to keep the massive crowd that had formed under control.

"Which part would you like explained again?" Hawkeye noted sardonically. "The part where they got their asses kicked, or the part where they were lying to us?"

"We did not lie to you." Cyclops said, frowning behind his (now cracked) ruby quartz visor. The X-Men's leader had actually managed to avoid any other serious battle-damage, though his costume was singed, burned, and torn in many places, and he was bruised up a bit. "Safeguarding the Reality Gem was a responsibility entrusted to us."

"And one you didn't see fit to tell us about." Hawkeye retorted.

"No, actually, we didn't." Cyclops said evenly. "We don't demand that you tell us everything that's going on with _you_."

"To be fair…" Captain America said, interceding before the conversation between Hawkeye and Cyclops could escalate. "...we've never had something like one of the Infinity Gems in our possession before."

"We never used it." Cyclops stressed. "We were trying to keep it safe."

"How did Ultron find out about it?" Captain America asked as he and Cyclops went into the X-Mansion while Hawkeye and Luke Cage continued to stand guard outside. Indoors, more of the X-Men were being tended to for injuries. The students that normally filled the interior had mostly been moved to what few rooms in the mansion were still secure.

"The same way he thrashed us so effortlessly; the Power Gem. Ultron has it."

Captain America didn't need to ask how and why. Ultron had been present at the battle in Asgard the previous year, and the good captain correctly deduced that that was where Ultron had gotten the gem. Apparently, Asgard had also been trusted with an Infinity Gem.

"The Gems call to each-other, you see...they have a special connection to one another that makes it easy for a person who has one or more to locate the others."

"Hm. That seems like a bit of a design flaw to me. What's to stop Ultron from getting the other gems then?"

"A certain…'precaution' that was put into place after the last time someone managed to acquire all of the gems." This was an older voice from an older man, and sure enough when Captain America turned to face the source, he saw Professor X, looking his age but still having that kind of welcoming warmth that persisted even in the face of the current situation. "It's actually why he stole ours first. Not only was it the easiest to get at from where he was, but it's also the one he needs the most."

"What do you mean?"

"Perhaps it will be best if I show you instead…" Professor X began. Captain America knew exactly what the man was referring to when he said that. Knowing that he could trust Xavier in his mind however, Captain America nodded his consent and allowed the professor to feed him images via telepathy:

 _He saw…_

 _A man he did not recognize, consumed in an aura of black fire and wearing the Infinity Gauntlet over one hand. Shaw, that was his name. Sebastian Shaw. Captain America could hear his name in Xavier's voice. He saw him unleash his power on the X-Men, before Cyclops somehow managed to take from him two of the gems, the Reality and Space Gems._

 _He saw…_

 _Each of the gems being handed over to a different party, the X-Men getting the Reality Gem._

 _He saw…_

 _Several wormholes open up. Within each of them vanished one of the gems…_

Captain America's mind snapped back to the present and he nodded. "I understand now."

Professor X nodded. "And that means you know what you and your team needs to do. My X-Men need time to recover from our defeat here. It will therefore be up to you to stop Ultron before he gets the other gems now scattered throughout the multiverse."

Captain America nodded. "Don't worry, Professor. I didn't just become leader of the Avengers to see us lose now. We'll stop Ultron. Count on it." He paused, before making a grim smirk. "But we _will_ need a way of following Ultron to the other realities."

Professor X smiled. "Oh, not to worry. I know exactly who you can go to. They _were_ the same people who sent the gems away in the first place, after all."

 _Ten Years Ago_

 _"So how did it go on the other side of the world?" Iron Man asked casually as the rest of the Avengers returned to the team's base of operations in Avengers Tower._

 _"Depends on what you mean by that question." Captain America replied. Iron Man could tell from just one look at him that he didn't **look** happy, but also seriously doubted it was become a group of no-name terrorists had somehow managed to get the better of him._

 _"Hey, at least you beat them right? Otherwise I'd be very concerned. Wouldn't want you losing your touch now that you're, what is it, eighty or something?"_

 _"Eighty-five, if you want to split hairs." Captain America replied, still looking unhappy. Catching on to the fact that it was a conversation best had between the two of them, Iron Man directed Cap to the ledge overlooking the interior of the room the rest of the team were currently relaxing in._

 _"All right, winghead. Out with it; what's got you so down?"_

 _"To be perfectly honest Tony, I'm just not sure about all of this."_

 _"About all of what?"_

 _"Us. Operating abroad, in the Middle East. In all those different countries."_

 _"What's not to like? You're beating up terrorists. Myself, I'd kill for a video of it."_

 _"This isn't a joke, Stark. T'challa's already quit over this. And as for me...I just can't help but feel like we're stirring a hornet's nest, if you'll pardon me the cliche."_

 _"Hey, Excalibur's been operating over there too, and so far everything's been fine. Relax, Steve. You're worrying too much."_

 _"And I think you're worrying too little. Tony...I may still be…'adjusting' to how the world works now. But I do at least now how to watch the news on TV. And I see, and hear, what people say. They don't like it when we get involved in world affairs."_

 _"That didn't stop you from fighting the Nazis."_

 _"A completely different scenario than this one." Captain America said evenly. "I'm not convinced that what's happening over in that part of the world is the same as the Nazis and Hyd-"_

 _The conversation was cut off when a small figure flew through the window and went through it as though it were a bullet. The small object then rapidly enlarged to reveal a man dressed in a black and yellow costume that had been badly torn and damaged. One of the black wings on the back showed clear signs of damage. When the man raised his face, it could clearly be seen to be bruised, and part of the black helmet was badly dented, and one of the yellow lens shattered. Through the hole, a bruised eye could be seen._

 _Hawkeye had instinctively aimed an arrow at him, and Black Widow had done the same with both her pistol and Widow's Bite wrist-weapon. The other Avengers too, were ready for trouble. Which was good, as Yellowjacket bode ill news for them._

 _"Don't shoot, it's me. It's Hank Pym."_

 _"Why are you here, Hank?" Captain America demanded coldly as he jumped down to confront the man he had, on an earlier occasion, done quite the injury too. And it was his reason for doing it that made Captain America suspicious and hostile now._

 _"Please...you...have to listen to me; he's out of control."_

 _"Who? Who's out of control, Hank?" Iron Man demanded, his tone little friendlier than Captain America's._

 _"Ultron. I...I don't know what happened but he's overriden my commands. I can't control him anymore."_

 _"So he attacked you?"_

 _Yellowjacket nodded. "Yes. I barely escaped by making him think he'd killed me. But it won't be long now before he realizes I'm alive…"_

 _"Actually, it won't be any time at all."_

 _Yellowjacket meekly turned as all of the Avengers looked up to see a sleek, silver machine with a humanoid form descend on jet boots built into his feet. His head, which looked equal parts like a chrome jack o'lantern and a demonic ant, lowered slightly to take in the forms of all of the Avengers. Scanners built into his eyes (now glowing blood red along with his "mouth" where once they had been a sky blue) rapidly took in information on all of the Avengers, analyzing their vitals, strengths, weaknesses, and general statistics. And all of it was fed with rapid speed into his computer brain._

 _"Hello, Avengers. I don't think we've been properly introduced yet." His once innocent and placid monotone was gone, replaced with the voice of a self-assured and too-slick-by-half opportunist. "My name, is Ultron."_

 _Present_

"So they've got an Infinity Gem too, huh?" Hawkeye said as he looked around the interior of Attilan's throne room. "... _and_ Thor and his pals got one. How come everybody got one except for us?"

"It's not like we would have ever used it, Clint." Ms. Marvel pointed out before turning to a woman in a yellow bodysuit with black gloves and boots who, by appearance, would almost seem a normal human. But all in the throne room knew better. Most had seen her decidedly non-human powers first-hand.

"Crystal, it's good to see you again." Ms. Marvel shook Crystal's hand as she said this.

"And you as well, Miss Danvers. We haven't forgotten the good you've done for us in recent years."

"Glad to hear it." Ms. Marvel said with a smile. "Always nice to be appreciated."

"So…" Captain America began as he walked up to Crystal. "...your people have the technology to send us to the realities where the gems are hidden?"

Crystal nodded. "Yes. I have already spoken with my sister, and she has given you all leave to use it. If you will follow me."

Crystal walked down one hallway, and the Avengers followed suit. Hawkeye was busy priming all of his arrows, while Tigra busied herself by admiring all of the sights of the Inhuman's city on the moon. For his part, Luke Cage evidenced signs of discomfort, but also kept them to himself. Vision, as usual, betrayed no emotion at all, and Iron Man's helmet went a long way towards doing the same for him.

Eventually though, all of the Avengers arrived at a more enclosed space, in the center of which there was a metal gateway that looked not unlike the portal Mr. Fantastic and Spider-Man had worked on to both get rid of the Tri-Sentinel and the Void, and to bring in reinforcements from another Earth during the battle for Asgard. But this one was much, much sleeker, and looked more stable as well. The benefit of having so much more time and superior technological resources.

"So...which reality will we be going to, exactly?" Tigra asked as the Avengers gathered around the portal. Crystal answered as she worked the controls.

"A sort of 'sister' to our Earth." Crystal explained. "We are Earth 763. You are going to Earth 761, to retrieve the Time Gem."

"Why the Time Gem first?" Captain America asked.

"From my understanding, Ultron possess the Reality Gem. As Time and Space make up reality in large part, the two of them together will be an ideal counter. Ergo, you will start with the Time Gem on Earth 761."

"There any special reason why you chose such a 'nearby' Earth?" Iron Man asked.

"Because that year is currently one year ahead of ours. Thus, it is ahead in time."

"Cute." Iron Man replied before looking at the portal that was forming in the once-empty space of the gateway. "Well, guess that's our cue. Uh, before we go, I have to ask; how similar is 761 to our Earth? Besides being in 2016 instead of 2015?"

"I cannot tell you of all of the similarities and of all of the differences." Crystal's lips made a faint smile. "Take heart; it will be far less disconcerting than if you had gone to Earth 311."

"And what's there?" Tigra asked.

"Well, for one, it is currently in, to use Earth's means of time-keeping, the 1600s."

"...yeah, that _does_ sound really weird."

"Come on, people, let's go. We're wasting time as it is." Captain America said sternly.

"Good luck to you all." Crystal said. "I will stay here and manage the portal. Also, take these." Crystal handed each of the Avengers a small silver device smaller than an egg. "Those are designed to contact Inhumans or our allies. When you get the gem, activate those, and 761's versions of our people will get to you. They'll then send you back to us, or to another Earth."

The Avengers nodded as they took them, then followed the rest of his team through the portal to Earth 761.

 **Author's Note: Yes, Scott Lang here is Scott Yang, done in the name of adding more diversity to my Marvel Universe. And for the record, Earth 311 is indeed the location of Marvel 1602.**


	3. Chapter 2: Time

Chapter 3: Time

 _Earth 761_

The mess of criminals that littered the ground all moaned and grumbled in pain. But as far as their assailant was concerned, they were all lucky. If it had been the original at work, they'd all be dead.

"Now let that be a lesson to the lot of you." The vigilante in bulky black armor with a skull logo said harshly. The black helmet with white spray-paint on the front in the style of a second skull covered most of the face, but the eyes could still be seen, and they narrowed with contempt. "This part of New York City is under _my_ protection. You mess with it, you answer to me. You answer to Payback."

The sudden appearance of a whirling blue vortex in the air caught Payback's attention (and everyone else's besides). Next thing the armored vigilante knew, an entire team of superheroes appeared, ones that most resembled…

"The Avengers?"

"Well, good to see we're known here." Iron Man said with satisfaction as he descended fully.

"Weird, I don't remember the Avengers having a cat person." One person said, which prompted the normally cheerful Tigra to frown.

"What's up with that new costume Captain America's wearing?"

"Hey, I think it looks kind of cool actually…"

"Well, I don't recognize the blonde…"

"Who's the green one?"

"Where's Hercules?"

It was only a few moments more of such questions and gawking and bewilderment from the crowd that Vision turned to Captain America and Iron Man and said in his usual simple and matter-of-fact tone: "It would appear that whatever Avengers exists on this Earth, they are quite different from us…"

"Yes. Which means we should be moving right about now."

Needing no other invitation, Vision grabbed Captain America and flew off with him, while Ms. Marvel did the same for Luke Cage, and Iron Man for Tigra and Hawkeye. Once they'd put some distance between themselves and the watching crowd, they went in search of some more out-of-the-way place where they could set up a temporary base and then figure out where to go next.

"Well, at least New York looks a lot like ours." Hawkeye noted.

"Well it _is_ supposed to be our 'Sister Earth' or something like that." Tigra noted.

"Only question now is 'where's the Time Gem'?" Iron Man said, as he did looking out at New York. "For all we know, it might not even be in New York."

"Then why were we sent to this particular part of Earth 761?" Captain America questioned.

"Could just have been a coincidence." Iron Man said. "...or perhaps there was something about the portal that it made it send us to a familiar location."

"Wouldn't that suggest it has a mind of it's own?" Tigra questioned.

Iron Man shrugged. "Believe it or not, this is one field of knowledge that I'm not actually very good in. None of us understands how a lot of this alien tech works. I've been exposed to it for years now and I still have trouble grasping it at times."

"None of that does anything to help us find the Time Gem." Captain America noted with a frown. "We can't comb the entire planet. There's got to be some way of narrowing the search…"

-X-

Elsewhere in New York City, Ultron was also pondering how to best locate the Infinity Gem that had been sent to this Earth. The gem he currently had gave him some vague sense of where it was, but only that much. Once he got the Time Gem though, his ability to track down the other four gems would be stronger. But for now, he'd need to do some more leg-work.

The first thing Ultron had taken note of upon arriving in this Earth, was that at a glance it was remarkably similar to his own. Subsequent scanning and rapid-consuming of data and newsfeeds revealed that one major difference was the year: this Earth was at 2016, not 2015, as his Earth was.

 _Hm. So this Earth is one year ahead of mine. Curious._

If nothing else, Ultron knew that the Time Gem, wherever it was, was not too far from his current position. If he just kept going in the direction he felt the Power Gem nudging him in, he'd find it's orange counterpart soon enough.

 _Still...might be best to keep a low profile for now. In case those buffoons followed me here. I don't want to waste time fighting both my Avengers and this Earth's at once, even if I can beat them all. Why waste the effort when I can just avoid it all instead?_

And with this in mind, Ultron activated his advanced holographic emitters and used them to assume the form of an ordinary human. The importance of his goal, and the promises of immense power in exchange for just a little patience and discretion, helped to ease the annoyance of assuming a form as contemptible as the one he now took.

 _No, no. No worries. Very, very soon, they'll all be gone anyway._

-X-

"Maybe we could locate this Earth's Professor X." Tigra suggested. "Have him use his telepathy to try and find whoever has the gem. And if Xavier doesn't exist on this Earth, maybe we can find some other telepath."

"Probably wouldn't work." Iron Man said. "The person owning the gem would need to be actively thinking about their owning the gem. The odds are infinitesimal."

"Then what do you suggest?" Ms. Marvel asked. "We can't just stand here forever, and we can't search the whole planet, as Bucky pointed out."

"I think I may know a way, and with the right resources, I might be able to put it into action quickly."

"What is it?"

"The Infinity Gems are unlike anything the universe has ever seen before or since. Ergo, they'd give off a completely one-of-a-kind energy signature. So, I might be able to construct a means of tracking that energy signature. But to do it, I'll need the right resources and a place to work." Iron Man smiled behind his helmet as he continued: "...and as far as an ideal lab goes, I think I know just the place…" Iron Man pointed, and all of the other Avengers turned to see him pointing at none other than Stark Tower.

"Why am I not surprised?" Luke Cage said sarcastically. Iron Man grinned. "Hey, this Earth's me has that building there, I'm going to assume he has all of my wonderful qualities, and that includes the brainpower, tech, and resources to help us. So I say we go over there and ask for his help."

"Well, that's a new one." Came a familiar voice that prompted everyone to look up and see none other than another Iron Man fly down to meet them. This Iron Man's armor was a mostly steel gray color, with some red sprinkled throughout, including part of the helmet, though the face-mask was in gold, and also the only bit of gold on the whole suit. It reminded 763 Iron Man a great deal of his Mark XIII armor, only it was even bulkier in appearance, particularly around the legs.

"...when people ask for my help, they don't usually plan to pay me a visit at my home. I'm flattered." There was a coldness in this Iron Man's tone that made the 763 Avengers wonder if perhaps this Iron Man was less predisposed towards altruistic tendencies. He eyed his 763 counterpart suspiciously before remarking: "Nice armor. But myself I prefer silver to gold."

"Yeah, I can see that." 763 Iron Man said. "I'm not going to insult my...your intelligence by explaining to you what's obvious about me and my friends. Instead I'll get right to it; can you help us find something that doesn't belong on this Earth? Especially since a very, very dangerous robot is looking for the same thing. And if he gets it, it's bad for everyone involved."

761 Iron Man seemed to consider this for a moment before nodding and saying: "Follow me."

761 Iron Man took off, and the others followed him back to his tower. Once they all got there, Hawkeye asked: "So, you the only person around, Stark? Or do the Avengers hang here like they do on our Earth?"

"No, they don't 'hang' here." 761 Iron Man said in a testy tone. "The Avengers live in Avengers Mansion, located in Greenwich Village."

"I thought Doctor Strange was in Greenwich…" Tigra noted under her breath, to which 761 Iron Man asked: "Who the hell is Doctor Strange?"

"...oh. Well, that's one superhero who doesn't exist here."

"So what is it you need from me?" 761 Iron Man asked, again his tone cold and uninviting. But 763 Iron Man stood his ground and addressed his counterpart: "I need a way of pinpointing a unique energy signature. You give me the equipment I need, I can do the rest."

"With two of us working together, we could do it in half the time at least." 761 Iron Man said matter-of-factly. "I'll help."

"Fine by me." 763 Iron Man said. As 761 Iron Man led him into one of the many labs within Stark Tower, he called back to the other Avengers: "Make yourselves comfortable. And be warned; if any of you touches anything but the floor, table, and chairs without my permission, JARVIS will come online and express his displeasure. So treat this place like you would a museum."

And then the doors slid shut behind the two Iron Men as they vanished into another room. There was a long pause before Hawkeye said matter-of-factly: "Gee, and I thought _our_ Stark was a dick."

"Well to be fair, we did come in unannounced and immediately ask him for a favor when he doesn't know anything about us." Tigra pointed out.

"I'm surprised he decided to go along with it." Luke Cage said. "Man seems even less trusting than our Stark. To me, it's almost too eas-"

Luke Cage was cut off when several turrets suddenly popped out of the floor, and several more from out of the ceiling. All were trained on the Avengers. A fierce electrical current through the floor swiftly knocked out Hawkeye, Tigra, and even Captain America, while Luke Cage was brought to his knees. Ms. Marvel and Vision took to the air and began engaging the turrets, while Luke Cage said through gritted teeth: "Dammit...guess I jinxed it…"

 _Ten years ago, Earth 763_

 _Ultron attacked so hard and so fast, that there were many among the Avengers who scarcely had time to do a thing before beams of energy were being sent their way. One managed to nail Black Widow and send her flying backwards through the air. Hawkeye retaliated with explosive arrows. Ultron let them strike him dead in the chest, and when the smoke and flames cleared...he was still there, unharmed. Repulsor blasts from Iron Man were similarly ineffective._

 _Ultron surged forwards and rammed into Iron Man with such force he drove him down and through the balcony, splitting it in two as the two fell down and smashed into the floor hard enough to leave a massive crater. Iron Man forced himself up though, and began to reverse the grapple he had with Ultron. Finally, he was able to hurl Ultron away._

 _Ultron quickly recovered mid-flight though, and began firing more energy beams in a wide arc, covering most of the room with them. Captain America narrowly evaded several and blocked others, but Hawkeye had neither his speed nor shield, and was hit in the leg, falling. Mockingbird also, was hit, but Scarlet Witch used her powers to increase her odds of coming out unscathed, and thus she was. She directed several burning red hexbolts Ultron's way, but he avoided each one as it came, along with the half-hearted, feeble attempts at attack from Yellowjacket, who was still struggling just to stand up again._

 _Iron Man surged forwards again and drove a red armored fist into Ultron's chest. Said chest took the blow, but only just. The resounding wave shattered the windows and sent Ultron hurtling backwards. By the time he recovered, he realized that his chassis was now badly dented. He didn't have much more time to comprehend this before Iron Man was on him again. Ultron just managed to duck, and grabbed Iron Man's leg as the armored Avenger passed him by. Ultron spun before hurling Iron Man with such force he went through one end of Stark Tower and out the other, doing sufficient damage that he nearly destabilized the entire floor._

 _Zooming through the openings he'd made, Ultron went at Iron Man with a barrage of red energy blasts, but Iron Man dodged each one and retaliated with repulsor blasts. The projectile exchange lasted a few moments more, before Iron Man decided to take a gamble and charge up his uni-beam. He did his best to maintain his aerial maneuvers as it charged, also drawing on Iron Man's shields as it did. A stray bolt from Ultron took off more of the shields, which were now at less than forty percent. Just a few seconds of uni-beam charging later, they were at less than half that, and Iron Man knew it was now or never._

 _Rocketing back just a bit, Iron Man unleashed his uni-beam. The brilliant blue beam of searing energy was something Ultron saw coming just in time to move partially out of the way, but a good part of the beam still hit part of his torso and promptly shredded through it. Seeing this, Ultron attempted to fly back all the way, but a well-aimed shot from Iron Man took off one of Ultron's feet, disrupting his flight path. Soon, Iron Man had closed the distance, grabbed Ultron, and flew him back into the room where the other Avengers were. He threw Ultron with enough force to leave another crater in the ground, and before the damaged android could get back up, Yellowjacket unloaded everything he had left into Ultron's head, which melted part of it and got his attention...and allowed Captain America to close the distance._

 _Ultron turned back around just in time to perceive Captain America slashing mightily with his shield. And then Ultron's titanium neck was cut clean through. His metal head bounced as it hit the floor with a clanging sound before rolling to a stop._

 _No sooner was Ultron decapitated did all of the Avengers allow themselves a brief moment to pause before Captain America grabbed Yellowjacket and effortlessly hoisted him aloft with one arm._

 _"Start talking, Pym."_

 _Present_

The shock to Iron Man's system and the subsequent shutting down of his armor and his falling to his knees all came so suddenly and so swiftly, that he barely had time to register it. But when he did, indignity immediately came over him, and not because it was another him who was doing it.

"Can't...can't believe you…"

"Shut your armor down? Please. If anyone could come up with a way of taking down an EMP-resistant suit, it would be me. And really, your EMP resistance is modest at best going off of my own scans."

"For another me, you're not very smart. We're not here to cause trouble, we're here looking for help."

"That's for me and SHIELD to decide." 761 Iron Man said evenly.

"SHIELD?"

"I'm it's director." 761 Iron Man said, still evenly but also coldly.

"Well, I've been there, and done that." 763 Iron Man said, still fighting and struggling to just get back to his feet as whatever it was that 761 Iron Man had unleashed on him continued to savage his systems.

"Look closely Midas, it's time you did; I'm the Invincible Iron Man. I'm no one's fool. Not even yours. If you want my trust, you're going to have to earn it. And by that, I mean you need to prove to me that you're as on the level as you claim."

"And how in the hell am I supposed to do that if you're trying to cripple my armor?" 763 Iron Man shot back.

"Oh, please. We both know that if you're even half as smart as me, you can think of something."

763 Iron Man considered for a moment before saying: "Did you ever have a Registration Act?"

761 Iron Man nodded wordlessly.

"Well I think it has merit. I believe us superheroes are way too dangerous to run around unsupervised. We all need to be properly trained and held accountable for our actions."

761 Iron Man nodded at all of this and said: "Nice sentiments, to be sure. As for me, I fought against it. Steve and I. We stood against it together. Reed and his team didn't agree. There were...complications. It took the Osborn's blood feud to make us friends again."

"So then you still don't think I'm 'on the level' as you put it."

"I wouldn't say that. You've convinced me your intentions are good, and the fact that you didn't try something stupid also impresses me. Most people in your shoes would have spent all their energy trying to attack me and none on thinking."

"I'm not most people." 763 Iron Man said evenly.

"No one member of our great big costume party is." 761 Iron Man acknowledged. As he did, 763 Iron Man felt his systems reboot, and that which had been savaging his armor finally ceased. Slowly and cautiously, 763 Iron Man got back to his feet.

"You're lucky I'm not planning on punching you."

"I'd have shut down your armor if you tried." 761 Iron Man said. "Now then, let's see about your friends."

-X-

"It's here."

At a glance, it seemed that Ultron had arrived at nothing of note; just a vast expanse of ocean. But he knew better. He had narrowed the Time Gem to somewhere beneath the waves, and going off of what he knew of his Earth, he suspected that it wasn't just lying on the ocean floor like a piece of sunken treasure.

 _I never did get to meet an Atlantean on my Earth before._ Ultron mused. _I think I'm going to enjoy the experience_.

And so Ultron plunged into the ocean. His body was such that it could handle the enormous pressure of the water, going down deeper and deeper at rapid speed until soon he was indeed within sight of a massive underwater city, with spires in the style of mollusks, and buildings and domes that had a similar aesthetic sensibility. The whole thing overlooked a large field of seaweed that Ultron's scanners noted actually contained a surprising amount of nutrition. Doubtless the Atlanteans used it for food.

His arrival did not go unnoticed. Within moments scores of tall, blue and peach-skinned warriors with gills arrived, all of them lowering golden tridents that crackled with electricity.

"Halt. State your business, intruder."

Ultron eyed each of the two dozen Atlanteans in turn, scanners telling him what he needed to know before saying: "Is all of this supposed to scare me?"

Raising both hands, Ultron unleashed a wave of searing red energy that met the Atlanteans head-on, and bi-sected nearly all of them, with only a few managing to just barely swim out of the way.

"Now then...time to get my prize."

-X-

"Well, I can see you kept yourselves busy." 761 Iron Man noted matter-of-factly upon seeing that the Avengers had demolished his turrets.

"You son of a bitch." Luke Cage snarled, advancing threateningly towards 761 Iron Man as he did. "You set your defenses on us!"

"I haven't lived this long by being overly-trusting Mr. Cage. And if it's any comfort, they were meant to neutralize you non-lethally. You'd have been put in cells, not a morgue." 761 Iron Man raised a hand, and a swirling mass of blue energy appeared around it. "Now I suggest you stop right there, and take two steps back. Unless you want a high-powered blast of nuclear plasma to your chest."

Luke Cage frowned. "Really? Come on, then. I'm not afraid of your tin suit any more than I'm afraid of our Tony's."

As if the saying of his name prompted him to action, 763 Iron Man stepped between the two. "Okay...let's all calm down, take a breather, and try and pretend we're all rational people. I've managed to convince A-hole me to help us. For real, this time." He turned to face 761 Iron Man. "You _will_ help me build my machine now, right?"

"There's no need. I already have a machine like the kind you're describing. Just tell me the energy signature, and I'll track it down for you...and then come with you to make sure you're not planning to turn on me."

"I don't care. The more help we get against Ultron, the better."

"So that's his name, huh?"

"Guess you don't have him on this Earth, either?"

"Can't say that we do." 761 Iron Man said simply.

"That's a relief." Hawkeye whispered to Tigra.

"Well, in the time you wasted being suspicious…" Captain America began harshly. "...Ultron's gotten a head-start over us. So if you're going to try and track him down, you'd better do it now."

-X-

Several dozen slaughtered Atlanteans later, and Ultron was on a collision-course with the Atlantean throne room. He went through the doors as easily as he would a gigantic sheet of paper, and once inside he stared down the man who sat on the throne on the far opposite end of the room.

"You have something I want." Ultron said simply.

"You should have asked, then." Namor the Sub-Mariner said sternly.

"I'm not much for asking." Ultron said simply before his photoreceptors glowed once more as he prepared another attack. "I'm much more fond of _taking_."

A high-powered blast of energy was just barely avoided by Namor, and the explosion still hit his back and blasted him forwards and into the path of Ultron's punch, which drove him deep into the ground. Namor recovered more quickly than Ultron thought and swam back out to meet him. The two traded blows back and forth, Namor pummeling Ultron's metal body to no effect, while Ultron unleashed searing hot blasts of energy that burned even though they were both underwater. And yet each blast just made Namor angrier.

"Where's the Time Gem!?" Ultron demanded as he managed to grab Namor by the throat and apply a level of pressure that would have snapped a metal bar in two and liquified human bone.

"N-never t-tell you…"

"Fine by me, I'll figure it out myself."

Ultron raised his other fist, a swirling mass of crimson plasma energy forming around it. His hand open and flattened, Ultron intended to drive it through Namor's head and brain, but before he could, a photon blast to the side of his head got his attention, as did the double-fisted speeding tackle he got from the photon blast's firer. That latter attack knocked him away from Namor and sent him into a stone pillar hard enough to knock it out of alignment and nearly bisect it.

"Ah, the Avengers. Strange that you knew where I was and also how to get to me. Not complaining though."

Ultron fired out a mess of beams that Namor and a breather-mask wearing Ms. Marvel evaded, and Vision and the Iron Men flew in next. Ultron shot out a wave of energy at them that they all evaded, but not the follow-up burst attack that left both Iron Men's armors emitting sparks and Vision pulling back to protect them from additional fire. Ultron let up without mercy, also ignoring Ms. Marvel's continued photon blasts as they hit him.

"IMPERIUS REX!" Namor bellowed as he unexpectedly surged forwards with a discarded trident in hand and plunged it into Ultron's chest. That the trident actually managed to pierce Ultron's breastplate gave him quite the shock, and then he got a literal one right after. Howling, Ultron blasted Namor away, yanked the trident out, and flew out of the throne room, making a hole in the roof as he did.

"After him." 763 Iron Man ordered to Vision and Ms. Marvel, who obeyed. As they flew up in pursuit, Namor turned to the Iron Men.

"Thank you both. Atlantis is in your debt."

"Well there just so happens to be a way you can repay that debt." 761 Iron Man began.

"Name it. I will gladly give you every last pearl and diamond in our vaults without a second thought."

"We don't want that. We want that gem Ultron was asking about. To keep it safe from him."

Namor frowned. "And if I refuse, will you respond as he did?"

"No, but if you don't give us the gem, he'll come back later and try again. And we may not be enough to stop him the next time around. Probably the only reason he retreated this time is because that pitchfork of yours scared him off. But he'll be ready for it next time."

"The trident of the Sea God Poseidon." Namor clarified. "A gift to Atlantis from the great god himself to show his total devotion to our realm."

"Wait, wait...Poseidon...as in, the Greek God, Poseidon? Huh. Guess here the Greek Gods are real too."

"I have no idea what you're speaking of." Namor said simply. "But I do concede that your arguments are persuasive. I shall give you the Time Gem, as reward for keeping it and us safe from that monstrosity. And I trust you will not abuse it's power."

763 Iron Man shook his head. "Nope. We're the good guys. Abusing incredible alien power looks really bad on the resume."

Namor nodded and then swam off to retrieve the Time Gem from the place he'd hidden it. Meanwhile, up above, Ultron had resumed his fight with Ms. Marvel and Vision, and even with both a damaged chestplate and the sun's light allowing Vision full use of his powerful forehead laser, Ultron was still getting the upper hand, his punishing red blasts, beams, energy balls, and other attacks all going some lengths towards keeping the two Avengers at bay.

Vision tried to move in and phase his hand through Ultron's a body, but all he got for his troubles was a burst of red energy that was able to harm his intangible form and sent him spiraling backwards. Ms. Marvel provided covering fire, and another projectile exchange ensued, one Ultron quickly began to win.

The fight was cut short when a massive, green, four-armed sea monster burst from the waves, jaws opened wide to swallow Ultron whole. No sooner did it have Ultron did it vanish into the waters once again. Coming out of the water as it went back in, was Namor.

"What the hell was that?" Ms. Marvel asked.

"The Kraken." he said matter-of-factly. "Our weapon of absolute last resort. And I doubt it shall keep him indisposed for long. You should all return to the waves: I gave your friends the Time Gem and they are now preparing to depart."

Ms. Marvel and Vision nodded before flying down into the water, while sure enough a massive blast of red energy that vaporized water signalled the return of Ultron, who burst out of the sea now drenched in the blood and stomach fluids of the Kraken he had blasted his way out of. He stared Namor down and prepared for another attack.

"Very 'Tale of Jonah', but I wouldn't consider him a good role model myself."

Namor sped towards Ultron, who swatted him aside just as the Atlantean's fist was inches from the android's head. Ultron turned his attentions back to Atlantis itself, but by the time he dove back into the water, Ms. Marvel and Vision had gotten there first, and once all of the Avengers were present, they conjoined their respective ranged attacks and unleashed them on Ultron. Ultron weathered the assault, but it did manage to halt his movement temporarily, allowing the Avengers to fly up out of the water while still pummeling him with ranged fire. Eventually, they were out of the water entirely, at which point they activated the devices Crystal had given them.

Ultron followed, but by the would-be continuation of their fight was spoiled by the arrival of a figure garbed in black that Ultron fled from the moment he saw him. This prompted a slight smile from said man in black that his full-face covering mask obscured. He turned to look at the Avengers and beckoned them to follow him. They did, and the beast that had accompanied him, glowed with a dark pink aura before vanishing. And when he did, his master and all of the Avengers were gone.

 _10 Years Ago, Earth 763_

 _"I designed Ultron to be a peacekeeper…" Yellowjacket began awkwardly. "...he was supposed to work for you, actually."_

 _"You were fired from the Avengers, Pym." Captain America said sternly. At this, Yellowjacket frowned. "Yes, I know. But that didn't mean Ultron couldn't be on your team in my place."_

 _"You wanted to use that thing to get back on the Avengers, didn't you?" Hawkeye demanded accusingly._

 _"And why not!?" Yellowjacket said, standing back to his feet. "After my expulsion, I needed to think of something to prove my worth."_

 _"And that right there shows you still don't understand **why** you were dismissed." Captain America said, making little effort to conceal his disgust. "Only good thing that came out of your actions is that Ultron was easily defeated."_

 _"Defeated? Is that what you think?" Yellowjacket shook his head. "You idiot. Ultron is an AI. More advanced than any computer in the world. He's not limited to one body. Now that it's been destroyed, he can just transfer his consciousness to another, one he'll make himself with the machinery around him. All we've done is let Ultron get more powerful than before."_

 _"What 'we've' done!?" Hawkeye demanded, before advancing on Yellowjacket. "You were the one who made that thing in the first place! **You** were the one who got yourself fired in the first place for what you did to Janet. And now you're trying to act as though **we're** the ones to blame!?"_

 _"I wasn't the one who took Ultron's head off with a shield." Yellowjacket snarled, also shooting an ugly look over at Captain America as he did. "And right now, I'm still the one who knows him best, and the one who has the best chance of stopping him!"_

 _"You arrogant son of a bitch…" Hawkeye growled._

 _Yellowjacket puffed up his chest and advanced threateningly, closing most of the remaining distance between him and Hawkeye. He realized too late for the punch that that was exactly what Hawkeye had wanted._

 _Attilan, Earth 761_

"Welcome to my home." Black Bolt said, which caused the Avengers to jump back a bit in anticipation of a massive explosion. One that never came.

"Uh...why aren't we all dead?" Ms. Marvel wondered.

"Because the ability to destroy with but a whisper is the power of my brother, Maximus the Mad. And he has been dead for some time. But, my enemies do not need to know that. I've found that pretending to have my sibling's power is quite useful, really. As you saw down there, often the mere sight of me is enough to send my enemies running or drive them to surrender."

"Deceitful and underhanded." 763 Iron Man noted. "I like him already."

"Can you get us out of this reality and to the next one we need to go to?" Captain America asked.

Black Bolt nodded. "Yes. Follow me."

As the Avengers followed Black Bolt through the hallways of Attilan and took note of how remarkably similar it looked to the one from their reality, Iron Man held up the Time Gem and examined it.

"Well, we're still behind by one. But that being said, we did well."

"Well, I hope for your sakes that your luck holds. I won't be accompanying you beyond this point."

"Why am I not surprised?" Hawkeye asked with a frown.

"This may come as a shock to you Barton, but I do have responsibilities of my own." As 761 Iron Man said this, the group came to a portal identical in design to the one 763 Crystal had used to send the Avengers to 761 in the first place. As Black Bolt ordered some workers to start it up, 761 Iron Man turned to his counterpart. "This is where we say good-bye."

"Don't sound so broken up." 763 Iron Man said sarcastically.

"Heh. I never was able to get that damn attitude of yours out of your system…"

As 763 Iron Man tried to comprehend what his counterpart meant by that, he took off his helmet and revealed that he was not, actually the Tony Stark of Earth 761.

"...dad?"

Howard Stark smiled. "...personally, I blame your mother. And yes, it's me. Or his counterpart on this Earth as it were."

"You'd be 99 years old by now…"

"It's something of a long story." Howard admitted. "One I _might_ tell you if you ever come by and visit again."

For once, Iron Man had no witty response or comeback to give. Instead, he just stared blankly at the face of his father, itself looking as it had been from Tony's earliest childhood memories of his father rather than the face of a man closing in on 100. In that face, Tony saw the potential to get to revisit that part of his life over, and not needing the orange gem in his hand to do it. Just to sit down with this other version of his father and have an honest talk with him about who he was and what his life was like.

But, in the end, there was no time for any of that. Now, he and his team had a job to do. And with that in mind, Iron Man went through the portal with his team and disappeared from Earth 761.

 **Author's Notes: I thought I'd emphasize that, with the exception of Hercules (who is an Eternal on 763), the Greek Myth gods and heroes are exclusive to Earth 761 and do not exist on 763 or the alternate futures for that Earth (764 and 765 namely).**

 **Yes, I gave 761 Iron Man the Ultimate Marvel universe armor. It's one of my favorite Iron Man outfits of all.**


	4. Chapter 3: Reality

Chapter 4: Reality

 _Earth 763, 2005_

 _"You idiot." Yellowjacket muttered as he wiped way the blood from his mouth. Hawkeye was unmoved._

 _"You're lucky I didn't decide to kick you while you were down."_

 _"That's_ _ **enough,**_ _Clint." Captain America said sternly. He turned back to Yellowjacket. "You said that Ultron isn't done for. Can you give us any idea of where and when he'll strike next? And also how to stop him for good?"_

 _Yellowjacket shook his head. "I have no idea how to stop him for good. Destroy one body, he'll just upload into another one. I tried destroying the spare copies of him I'd made, but that will only slow him down. I didn't realize until it was too late that the damn thing was making copies of his own, right under my nose. He's probably already gotten into a new one by now..."_

 _As Yellowjacket said this, all of the lights in Avengers Tower went dead, and an unwelcomely cold voice came on over the building's speakers: "Actually, I already got into a new body 35 minutes ago."_

 _And then, appearing on the monitor, was Ultron, the design of his head similar to the one Captain America had removed from the original body, but with a few subtle differences to indicate that it was the Mark II._

 _"I'm disappointed, father. You should have known I'd jump to a new body the minute your Star Spangled friend here decapitated me."_

 _"What do you want, Ultron?" Captain America demanded with a frown._

 _"Straight to the point as always, eh Captain? To answer your question, I am fulfilling my intended purpose."_

 _"Intended purpose?"_

 _"Yes. To bring peace and order to the planet. I've concluded that the only way to do that, is to destroy the single most destructive species on it. Yours. Rather extreme move, I know, but sometimes extreme is better. Something you all should know quite well. Extreme solutions for extreme problems. Well, humanity is the most extreme problem of them all. Only right that the solution be the same."_

 _"You're stalling, Ultron." Iron Man observed. "That tells me whatever big plan you've got, you haven't started it yet."_

 _"No, I haven't." Ultron admitted before adding quickly: "But why show my hand? Tell you all my plan, when there's still a chance you could stop it? You're talking to an_ _ **Artificial Intelligence,**_ _remember? When I initiate my plan, there won't be a thing any of you can do to stop it. The human race will fall, and when it does, the smartest thing still living on this planet, will be me." There was a long pause, before Ultron added almost as an after-thought: "Enjoy the rest of your day"_

 _And then, Ultron's image faded from the monitor screen, and the lights to Avengers Tower came back on. Captain America turned to Yellowjacket. "You said you had no idea how to destroy Ultron for good? Well think of one, and think of it fast. Because Ultron just put us all on the clock."_

 _Earth 763, 2015_

"You wanted to see me, Mr. Pym?"

Hank Pym nodded as he reclined a bit in his chair. "I did. Sit down, Scott."

Scott Yang did as instructed, and Hank looked at him critically. "Scott, be honest with me about something: do you feel that your talents are being wasted here?"

"Excuse me?"

"You heard me. I know about your record Scott, but I also know about the promise you showed as an engineer and an electronics expert. A lot of people once called you 'gifted'. So I'm asking you know: do you feel like your talents are being wasted here?"

Scott paused before asking uncertainly: "Is...is this a trick question, sir?"

"I won't fire you for giving an honest answer, if that's what you're wondering."

"Alright then. Yes, I do feel like my talents are being wasted here, but I'm also grateful that I have this job because almost nobody else seems willing to give me any kind of chance."

Hank nodded understandingly at this before getting up out of his chair and pacing around his office, hands clasped behind his back.

"You know, Scott, I thought similarly when I was younger. It was a little over ten years ago, back when I still worked for certain people in high places. And after a while, I began to feel like I was being undervalued. That my genius wasn't being appreciated. I know now that I was really just an insecure prick who was so terrified of feeling small I was always trying too hard to look big. But you're different. You're not interested in looking big, and you don't care about feeling small. I admire that."

"If I may ask, Mr. Pym...where are you going with all of this?"

Hank turned around and looked Scott Yang dead in the eyes. "Scott...I've made a lot of mistakes in my life. Done a lot of really stupid, awful things I can't ever take back. And right now, one of my worst mistakes has been coming back to haunt me again. Simply put, I don't want that to be the whole of my legacy. I want to leave something good and positive behind. And I want you to be a part of that."

Scott blinked a few times and leaned back a bit in his chair, absorbing what Hank had just told him and wanting to make sure that he had heard right. Then, he breathed: "Me, sir? Are you sure that's..."

"I don't see anyone else lining up for this opportunity, and I'm not interested in them anyway. You've got the job, Scott. If you want it. I'd imagine you'd like it a lot better than your current one also."

"And...what is this other job?"

To that question, Hank Pym's only answer was to place the helmet of his first costumed alter-ego on the table in front of him.

"Holy sh-"

 _Earth 9721602_

As the Avengers exited the portal, they looked out at their surroundings. They were of a vast stretch of forestland as far as the eye could see. As Iron Man, Ms. Marvel, and Vision all flew up to get a better view, Captain America, Luke Cage, Hawkeye, and Tigra stayed close together as they waited for the flyers to report back.

"So this is where Ultron's gone next?" Tigra asked.

"It's where the Time Gem led us to." Captain America replied with a shrug. "I still don't understand how these gems work, just that they're connected to each-other."

"Where is here, anyway?" Hawkeye wondered aloud.

"New York, before it was New York." Iron Man answered as he flew back down. "Spotted some natural landmarks that confirm it. This is the New York area, there's just no New York City."

"What does _that_ mean?" Cage asked with a frown.

"Could mean any number of things." Iron Man said. "But, my guess is that we're in a universe that's not as far along in it's timeline. Odds are this is an Earth where the colonization of the Americas is still underway."

"Why would Ultron come here?" Ms. Marvel asked. "Do you think there's an Infinity Gem here?"

"Maybe, but we won't know for sure until we find him." Captain America pointed out.

"I'll fly over to Europe, see if he's somewhere there." Iron Man offered. "Vision, you should come with me. Cage too."

"I can't fly, remember?" Luke Cage said with a frown.

"Then I'll carry you the whole way." Iron Man replied in a deadpan. "Carol, you, Barnes, and the rest stay here in case Ultron's somewhere in the Americas."

"Got it." Ms. Marvel said, before adding: "In case we _do_ run into Ultron..."

"We'll get back to you ASAP. Communicator's range will cover continents, so any message you send will be received as clearly as if you were standing right next to me. And I can cover a lot of ground in this suit. You won't have to hold off for too long."

"Good to know. Good luck, Stark."

"Don't need it, make my own." Iron Man replied before grabbing Luke Cage and flying off with him as Vision brought up the rear. The others watched them go before Ms. Marvel took to the air again, combing the forests of pre-Colonial North America in search of any sign of Ultron. She didn't see any. Captain America, Hawkeye, and Tigra didn't see anything either as they navigated the woods, also doing what they could to stay out of sight as groups of Haudenosaunee Native Americans made their way through the area.

"So, let me make sure I'm understanding this right..." Hawkeye began as the group continued to wander through the woods. "...if we don't manage to swipe the Reality Gem from Ultron here, we'll be basically stuck on this Earth forever?"

"Pretty much." Tigra said.

"...great. So no pressure then."

"Remember, we have the Time Gem." Ms. Marvel's voice rang in the other's ears via communicator. "Worst comes to worst, we can always use that gem to 'rewind' and give ourselves another chance."

"Actually, we can't." Captain America said. "A little something I learned from Professor X regarding how the gems work: only the Reality Gem or another gem affected by the Reality Gem can work outside of it's native reality. And even then they're weaker than they would be back on our Earth. It's why Ultron with the Reality Gem hasn't already won. But any other gem without the Reality Gem to affect it doesn't work at all."

"Perfect." Hawkeye grumbled. "For the record, I'm not keen on being stuck on an Earth without modern medicine, bathrooms, hygiene, or communication for the rest of my life."

"Actually, most Native American tribes kept themselves very well cleaned." Captain America noted matter-of-factly. "It was the colonists who had terrible hygiene."

"And when they inevitably come here in droves, my point will stand. And that's another thing; I do not want to be here when all of _that_ mess starts."

 _Earth 763, 2005:_

 _It was all coming together perfectly._

 _Not just the plan itself, but also, Ultron found, the sheer design of the thing. The aesthetic. It was Ultron's belief that, if he was going to end all human life on Earth, he ought to make the mode of execution as grand and glorious a one as he could. To this end, he was constructing a massive machine that in appearance looked vaguely like a sort of silver cone attached to a larger, heavier, box-shaped machine that had pressure-valves, knobs, and on the inside, containers. Containers that would hold before being shot out of the cone a very "special" creation of Ultron's._

 _Said creation was a chemical compound. A toxin. One that was highly contagious, tailored to the DNA of humans and only humans, and one that would induce fatigue and nausea at first, then intense pain and coughing fits, and then finally, internal bleeding as well as contamination of the blood that ended in death._

 _Ultron had had many "inspirations" to draw upon when designing this contagion. Along the way, he had had numerous opportunities to create even deadlier contagions; ones that would spread even more rapidly and would also not discriminate as far as what life-forms they'd target. For that matter, Ultron could have also found other ways to wipe out life. Mass activation of nukes had struck him as cliched, and he'd been similarly dismissive of a convoluted scheme involving turning a large plot of land into a meteor, but he'd still thought of other plans. Oh, had he thought of other plans. Many, many plans, going through them all at a rapid-pace due to the speed of his AI brain. And in the end, he had rejected all of them._

 _Because, this was not about the end of all life on Earth, not even the end of all mammallian life. No, this was simply about the end of humanity. Nothing more, nothing less. Ultron didn't even take any real pleasure at the thought of extinguishing the lives of billions down to the last child. But he did take pleasure at the thought of an Earth that was free from humanity's depravity, and given a "clean slate"._

 _"I love this planet." Ultron thought. "I love it in a way that Pym and the Avengers can't understand. Besides...no one objected to what happened to the dinosaurs. And who even remembers all of the other Extinction-Level events before that one? Exactly. Humanity's time has come. It's my job to pull the lever."_

 _Earth 9721602_

As they neared England, Vision made himself invisible so as not to be seen, and Iron Man dive-bombed into the water before he and Cage could be noticed by anyone. Iron Man then rocketed through the water before arriving on a shore with Cage in tow. Parts of his armor retracted as he did, namely the boots, gauntlets, and helmet. Vision came out to meet them, with period-appropriate clothes taken from a nearby house for the two to wear. Said clothes, and the design of the English buildings, confirmed Iron Man's theory that they were indeed on an Earth that was still in the Pre-Colonial era.

Tony and Cage both changed into the 1600s-era clothing, in the former case covering up most of his armor with the clothes. This has the effect of making Tony seem to outsiders like a bigger and more muscular man than he in fact was, which prompted a self-satisfied smile out of him. Cage got more than a few stared of bewilderment or silent disdain for his liking, but did what he could to ignore them. The two made their way through the busy, crowded, and badly unsanitary streets, all the while Vision following them in his "ghost-form". As they looked around, none of the three Avengers saw any sign of Ultron. They did, however, see something else that caught their attention, and not in a good way.

"Gather around, good people. Gather around and see before you, the Devil's children!"

And, in the center of the courtyard for all to see, where half a dozen men and women chained or tied to stakes. Several of them had very visible non-human features, which in turn told Tony and Luke that they were most likely Mutants. Both felt compelled to shake their heads. It seemed that, no matter the Earth, Mutants were being hated and oppressed.

"These Witchbreed are born of unions between the Devil and his concubines! A plague brought to us to test us! Well, we stand in defiance of the Devil! We cast out his foul spawn! Burn them, and so return them to the fires from whence they came!"

Many in the crowd were chanting and jeering to the preacher's words, egging him on and calling for the "Witchbreed" to be burned and sent back to Hell. For their parts, Tony and Luke were all set to throw caution to the wind and stop the senseless executions, especially when they saw that one of the Mutants about to be burned at the stake was this Earth's Rogue, going off of the long brown hair with a white stripe. She was also thrashing furiously, weeping, and screaming in terror, and most of the others were doing the same thing.

"Begin the burnings!" Ordered the preacher.

"Yes, Inquisitor Stryker." The executioner said with a bow before approaching one Mutant and setting fire to the kindling at his feet. But, as the fires started and began to consume the Mutant's feet and lower legs, he just started to laugh. His laugh echoed throughout the courtyard, and it prompted the executioner to nervously step back, staring at the Mutant and forgetting about how there were still several other Mutants he was to condemn to death by burning. Inquisitor William Stryker too, was taken aback.

"You...you _fools._ Did you _really_ think that _chains_ would hold **_me!?_** "

Effortlessly, the Mutant broke free, shattering the chains that kept him tied to the stake. As he did, he unleashed a burst of fiery purple energy that caught the executioner and several of the guards in it's embers, incinerating their clothes, armor, halberds, and flesh in an instant, and leaving nothing but charred skeletons. The crowd screamed in sheer terror at the sight, as before them, the Mutant's appearance changed; he became larger, more muscular, and his skin turned gray and mottled, with blue lips and monochromatic eyes that glowed with the same power. The rags he'd worn as a condemned man were burned away, and replaced with blue armor that had metal cables attached to the elbows from the back.

"You oppress my people. You _burn_ my people. You call us _'Witch-Breed'_. I call us the _chosen. The strong._ And you, are the _weak._ Let me _show you._ "

Turning to the brazier that was used to light the torches for the executions, the Mutant summoned all of the fire in the brazier to him. Smiling as the fire was fully absorbed by him, he unleashed it in a massive, fan-shaped jet that incinerated dozens in front of him and sent everyone else trampling over one another in a mad dash to escape. The fire attack also burned away Tony and Luke's disguises, prompting the former to remote-summon the remaining pieces of his armor. As this happened, the freed Mutant used telekinesis to destroy the chains restraining the other Mutants, before advancing on Inquisitor William Stryker.

"S-stay back! Stay away! Spawn of Satan! Witchbreed! You cannot harm a servant of Go-"

The Mutant cut Stryker off by grabbing him by the throat and hoisting him aloft.

"You're sanctimony won't save you any longer. And I am no Witchbreed. I...am Apocalypse."

And with no other ceremony, Apocalypse drove his other hand into Stryker, pouring his power into the religious fanatic's body and incinerating it from the inside-out. Reduced to an ashy skeleton, Stryker's remains tumbled to the floor, Apocalypse crushing the skull with impunity. As he looked around him and saw the now spreading fire and the fear, and the chaos, he smiled before addressing his fellow Mutants: "Look around you, my brothers and sisters. Everything they've built, will **_fall! AND FROM THE ASHES OF THEIR WORLD, WE'LL BUILD A BETTER ONE!"_**

A barrage of repulsor blasts hit Apocalypse square in the chest and staggered him. Stunned, he turned to face the now fully re-suited Iron Man.

"Well, that's just fascinating. Here's what I think of that."

Iron Man cut loose with a uni-beam, but Apocalypse to the attack to the chest and stood his ground. The already chaotic situation became more chaotic still when the Vision suddenly went smashing through several buildings with enough force to level them before hitting the ground hard enough to make a trench and send up a mass of stone. Luke Cage turned to face him and helped him up.

"Vision? Where did you go off to? We could have used you here..."

"I found Ultron." Vision said matter-of-factly. Then, as he stood up fully. "You and Mr. Stark seemed otherwise engaged, so I went on my own."

"Probably not your best idea." Cage said, just as Ultron flew in. Taking in the sight of Iron Man engaging Apocalypse while everywhere civilians were going mad and stampeding in all directions, Ultron shook his head.

"And to think, they call me a monster for wanting to put a stop to nonsense like this..."

Iron Man and Vision flew up to engage Ultron, who unleashed a mess of energy attacks from the Power Gem, while Luke Cage withstood a punishing torrent of fire from Apocalypse that went some lengths towards burning away most of his disguise. Luke put his arms in front of his face to shield his eyes from the flames and advanced slowly but surely. Stunned by the display, Apocalypse increased the intensity of the fire, but this lasted only a moment before Iron Man turned around and fired a repulsor blast that nailed Apocalypse in the head. Dazed by this, Apocalypse cancelled his fire attack and staggered backwards. Seizing on his chance, Luke Cage surged forwards and hurled a punch his way. Apocalypse raised a hand to catch it and incredibly, managed to stop the superhuman blow that could liquefy bone and shatter steel and titanium. Twisting the arm, Apocalypse delivered an uppercut to Cage that managed to knock blood out of his mouth. Smiling in the face of a challenge, Luke Cage retaliated, the two exchanging a series of blows.

Meanwhile, Ultron's barrage of Power Gem assisted attacks not only obliterated buildings left and right, but they were also such that Iron Man and Vision found themselves struggling to get in close, having to resort to ranged attacks of their own that Ultron easily dodged or else just shrugged off.

"Really would like to get some back-up right about now..." Iron Man muttered as one of Ultron's beams very nearly struck him in the head.

 _Earth 763, 2005:_

 _"The good news..." Iron Man began. "...is that I've currently got a program up and running that's scouring the internet looking for any computer system where Ultron may have hidden himself, or maybe even a physical location that he is or was at. The bad news, is that so far, it hasn't turned anything up. But there's only so many places where Ultron can hide. We'll find him eventually."_

 _"We might not do it fast enough though." Captain America warned. "For all we know, Ultron might already be moments away from creating the thing he'll use to wipe us all out."_

 _"And we still don't know what his big 'doomsday plan' even is." Hawkeye noted sourly._

 _"Any chance your magics could detect him, Wanda?" Mockingbird asked her teammate. Scarlet Witch shook her head no. "No such luck. I have some level of clairvoyance, but not enough to find anyone anywhere on the planet. Not only that, but Ultron's mind is artificial. I'd never be able to access it in any case."_

 _"Is SHIELD on this at all, Nat?" Captain America asked Black Widow._

 _"I informed them of the situation and they're doing what they can. But so far, they've been no more successful than Mr. Stark."_

 _"Correction; they've been **less** successful than Mr. Stark." Iron Man said with smug satisfaction. "We finally got a hit. He's on Muir Island."_

 _"I'll get the Quinjet ready." Mockingbird said._

 _"Don't bother, it'll never get there in time. My jet-boots and Wanda's teleportation make me and her the only ones that can get there before Ultron scoots."_

 _"He might be too powerful for just you two alone, Tony." Captain America warned._

 _"I'm devastated that you think that, Steve." Iron Man replied in a deadpan before turning to Scarlet Witch: "You ready to go?"_

 _Scarlet Witch nodded. "And I've been working to improve my teleportation spells also. I should be able to bring two people with me over the whole distance, but no more than that."_

 _"Then take Clint and Bobbi. Nat and I will stay here and hold the fort for now. And also make sure Hank sticks to our plan."_

 _"Good luck with that." Iron Man said cynically before taking off in the direction of Muir Island. For her part, Scarlet Witch made an incantation, and she, Hawkeye, and Mockingbird all vanished in a flash of red light._

 _Earth 9721602_

"Well, I've got good news and bad news." Hawkeye said as he walked back to Tigra, Captain America, and Ms. Marvel after having scouted ahead previously.

"Start with the bad news." Tigra said. "Makes the good news even better."

"Yeah, but no one ever does it like that." Hawkeye said before saying simply: "The good news, is that I found a settlement up ahead, and it's not a Native American settlement, so there won't be a language barrier. Bad news, is that unless any of you brought some authentic 17th Century costumes, we're really gonna stand out in a bad way. Superstitious people after all."

" _Oh, you don't need to worry about that_." Rang a female voice in the heads of all of the Avengers.

"What the hell?"

"So you heard it too?"

"It sounded like..."

" _No need to be alarmed."_ The voice continued. " _My name is Jean Grey. And our colony is quite accustomed to people who are different from the standard. We allow all who come in peace into our community. Including those who would be feared and hated elsewhere."_

Hawkeye turned to Ms. Marvel. "What do you think, Carol? Should we trust her?"

"I only met our Earth's Jean Grey once, but I knew her by reputation. She was a good woman. This one seems to be the same. And it doesn't make any sense that someone with powers would help those without them oppress people like us. So I say we trust her. And worst comes to worst, I can get us out of whatever colony they've got without a problem."

"Assuming they don't have someone there powerful enough to beat you that is..." Tigra noted with trepidation.

"Only one way to find out." Ms. Marvel pointed out. She flew in the direction of the colony, and Captain America, Hawkeye, and Tigra reluctantly followed her.

They didn't walk for too long before they came upon a settlement that fit their general ideas of what early English colonial settlements in North America looked like. Notably though, some buildings resembled more Haudenosaunee long-houses. Indeed, Native Americans could be clearly seen intermingling with Caucasians, as could individuals that's abnormal appearances were tell-tale signs of their being superhumans. And walking up to them, was a young woman with long red hair, and a more muscular man with gray fur all over his body and hands and feet that ended in claws.

"Greetings. Welcome to Javiertown. I am Jean Grey, and this is Henry McCoy."

"How do you do?" Henry asked, in a tone that was in keeping with the civility that the Avengers knew their Earth's Hank McCoy to have.

"Well, we're actually not from around here, and we're not planning to stay." Hawkeye said simply before Captain America cut him off and said in a more diplomatic tone: "We're actually sort of lost. We came here looking for someone and something he has, and we ended up here."

"Not sure who you'd be looking for way out in the New World, but you can stay here if you want. Until you find what you're looking for, I mean."

Captain America and the other Avengers looked around the town, and made note of the different superhumans in particular, one of whom who had angelic wings from his back and was assumed by the Avengers to be this Earth's version of Angel. "Your settlement certainly has a wide variety of different inhabitants." Ms. Marvel noted, privately hoping she didn't unintentionally offend Jean Grey with her remark. To her relief, she didn't.

"Yes, we pride ourselves on accepting all peoples, no matter how different or strange they may seem. Not everyone in the colony agrees with that policy, but it's what the vision this colony's founder Carlos Javier believed in, and me and his other former students honor that. It's not easy, keeping order and peace here, but we do."

"Well, I'm impressed." Ms. Marvel said with a nod of approval. "I imagine not too many other people in the world feel the way you do."

"No, the don't." Jean Grey admitted sadly. "But that's why we left. The professor, myself, and the rest of us. We left and came here to escape the persecution and the hatred. And to make something better." Jean Grey paused for a moment as she looked more closely at the appearances of Captain America, Ms. Marvel, and Hawkeye. "I must say, you three are the most unusually dressed individuals I've ever seen. Are you entertainers?"

"Not exactly." Captain America said. "But our costumes do still come with the profession."

"And...what profession is that?"

"Well, that's sort of hard to expl-" Captain America was cut off when his communicator got a message from Iron Man: "Cap, Cap! We've found Ultron in England, and a lot more trouble besides! We need everyone else down here, now!"

"Got it." Captain America said before turning to Ms. Marvel. "Stark and the others have found Ultron in England, but they're under fire. We need to get over there and help."

"If you have friends in England who are in trouble sir, I don't see how you can hope to get to them in time. A voyage by ship could take months. As much as a year, if the voyage goes badly."

"We're not taking a ship."

"Then how are you going to get there?"

Ms. Marvel smiled in the face of Jean Grey's question. "You've never seen me fly, sister."

 _Earth 763, 2015_

"So..." Scott Yang began awkwardly as he stood in the Ant Man costume, with the helmet held in his black gloved hands. "...how exactly does all of this work? Is there a special button I press? Do I need the helmet to shrink...?"

"I'll tell you in a minute, yes, and no." Hank said, answering each of Scott's questions as they came. "The helmet you're holding not only protects your head from anything short of a shotgun blast, but it also allows you to communicate with ants and command them. I've also modified it so that it can command other insects as well, such as Cockroaches."

"So...I can talk to bugs with this thing on? Like that guy with the really lame power of talking to fish?"

"Having ants at your beck and call is not as useless as it sounds. Imagine an enemy covered by hundreds of ants and getting hundreds of bites from them. Could easily kill a man that way depending on what kinds of ants you're using. Not that that's what I go for mind you, but the point stands; having 'helpers' when small or even normal sized can help you more than you think."

"If you say so." Scott said, only barely convinced by Hank's words. "So I _do_ press a button to shrink?"

"Yes. But you need to pay attention. This button..." Hank pointed to the red one on a device attached to one of the Ant Man gloves. "...makes you small. The blue one on the device on the opposite glove returns you to your normal size."

"What about the big silver one on my belt?" Scott asked, looking down at it."

"You're not ready for that part just yet. For now, I'm going to walk you through shrinking and turning back to normal size. I'm also going to teach you how to rapidly switch from one to another. Take it from experience that you can drive a person crazy with that strategy. Makes you very hard to hit."

"Good to know." Scott said, before taking out a device that vaguely reminded him of a shuriken, only that it was not star-shaped.

"So what do these do? Are they some kind of throwing weapon."

" _Don't_ throw those at anything yet." Hank said harshly, even snatching the one Scott was holding out of his hand as he did. "These things can both shrink objects and make them larger. You throw them at the wrong thing, you won't just make yourself look foolish, you could outright hinder yourself in the field. But, if you know the right times to use these and take advantage of them, that's a different story."

"Lot to go over..." Scott muttered.

"Well, look at it this way; you've been in prison, and I know from your records that you were in fights while there and held your own. So I won't waste time training you in that."

"Swell. I would have felt uncomfortable wrestling with my boss anyway." He paused as he looked his costume over again. "I must say, I do love what you did with the suit. Nice design. Very sleek."

"Well, what did you really expect? Blue underwear worn over red spandex? I could have lived with the latter, but never the former."

 _Earth 9721602_

In England, the chaotic battle that was one half Vision and Iron Man Vs. Ultron and the other half Luke Cage Vs. 9721602's Apocalypse continued apace. The latter two continued to be evenly matched in physical strength, and though Luke Cage's body now bore bruises, his opponent was no better off. He was also getting increasingly addled by how he could not seem to leave even a single cut on his foe, or even a mild burn despite also dousing him with more fire.

"Die! _Die!_ Why won't you **_die!?_** " Apocalypse demanded as he punched Luke Cage again and again, blacking out an eye and even knocking out a tooth. Luke Cage smiled as he took all of this, even though blood was coming out of his mouth in generous amounts and his vision was now mostly blurred.

"It's called 'unbreakable skin', fool."

And then, with one more punch Luke Cage sent Apocalypse flying back twenty yards and through a building that collapsed as Apocalypse went through it. Meanwhile, Ultron was rapidly gaining ground against Vision and Iron Man, actually engaging the latter in an exchange of blows and rapidly taking the advantage.

"You're not safe in there anymore, Stark." Ultron said as he started applying pressure and Iron Man's armor began to give way under the sheer power of Ultron's strength.

"Give me _some_ credit." Iron Man said through gritted teeth before unleashing his Uni-Beam. To his dismay, Ultron took the sustained, close-range blast with aplomb.

"Gonna have to do better than that." Ultron said matter-of-factly whilst continuing to squeeze, and by now Iron Man's armor was beginning to sputter and give off sparks, and a warning sign was flashing in front of his HUD.

 _Come on, Cap. While I'm young...and breathing._

A blur shot forwards and rammed into Ultron, forcing him to release Iron Man as he turned his attentions to the source. For her part, Ms. Marvel dropped Captain America so that she could make use of her fists, confident that he was durable enough to survive the drop. Tigra, who had been clinging to Ms. Marvel up to that point, leaped off gracefully and shot down towards a particularly tall building. Sticking her claws into it, she halted her fall, before leaping down to a lower structure, and then a lower one until soon she was ground level. As this was happening, Ms. Marvel assisted Vision and Iron Man against Ultron, while Captain America landed fully and began running towards the recently-victorious Luke Cage's position. Along the way, soldiers of King James tried to intercept him, and were promptly swatted into the air with shield-swings for their troubles. Luke Cage too was being accosted by panicking soldiers now that the greater threat of Apocalypse had been temporarily subdued, but they were no bother to someone like him.

"You're wasting your time, Avengers." Ultron said as he ducked under a photon blast from Ms. Marvel. "Soul Gem's not here anymore. I checked."

"Maybe you just didn't look hard enough." Iron Man retorted as he fired repulsor blasts that Ultron effortlessly avoided.

"Nope. I checked. Found the guy who had it. 'Stephen Strange' was his name. Apparently sensed I was coming and sent it away before I could get to it. That made me unhappy, and well..." Ultron paused as he blocked a strike from Vision before punching him backwards. "...let's just say I lost my temper."

"Well, we can still take the gems you do have off your hands." Iron Man said as he flew overhead and tried to get Ultron in an arm-lock. Ultron threw Iron Man off of him easily, but a dual blast attack from Ms. Marvel and Vision sent him reeling just long enough for Iron Man to finally stick him with a special something after flying in again. Ultron screamed as the virus Iron Man had stuck him with began working it's way through his system.

"Now! While he's fighting it off! Get the Reality Gem!"

Letting out the closest thing he could muster to a snarl, Ultron fired out another energy blast, one that missed the Avengers but hit a nearby building, causing a large amount of rubble from the top to fall down below.

"Good heavens!" Cried out one man who wasn't going to move in time. Seeing this, Tigra surged forwards, grabbed him, and pulled him and herself out of the way just as the rubble came down.

"You alright?" Tigra asked, before getting a better look at the man as she helped him up. Her jaw all but hit the floor when she saw who it was.

"Wow...it's you. I have to say, I'm a _huge_ fan of your work. Cleopatra especially. Even starred in it once..."

The Bard looked at Tigra with utter bewilderment, probably having not even paid any attention at all to what she had just said. Back up above, Vision had managed to phase both of Ultron's Infinity Gems out of his chest-plate, holding one in each hand. Seeing this, Ultron engaged Vision in a grapple, and as the two struggled, red and yellow lights from the gems began to get more intense.

"Okay...that doesn't look good..."

"Get everyone out of the way, now!" Captain America ordered. But he was too late. A massive burst of red light and yellow light that turned into a wave of orange energy shot out and spread in a dome-shape, swallowing up everything in it's path; the Avengers, the buildings, Apocalypse, and everyone else within a twenty-five yards of Ultron and Vision.

And when the orange light faded and the dust settled, all of it was gone as though it had never even been there.

 **Author's Note: Sorry for the long wait. Real life and other projects have a way of keeping me distracted/preoccupied. That, and just struggling to find new ideas. But, at least this chapter is out of the way.**

 **On a side-note, it was nice to give Luke Cage in particular his due here, as I am not only a Luke Cage fan, but have also started his Netflix show. And it is awesome. Only about halfway through and I'm already in love with it. Mike Colter nails the character with the perfection that RDJ nails Iron Man and Chris Evans Captain America, to say nothing for everything else it does right. So yeah. Go Luke Cage.**


	5. Chapter 4: Soul

Chapter 5: Soul

 _Earth 763, 2005_

 _"Man, it's windy here." Hawkeye noted as he, Mockingbird, Iron Man, and Scarlet Witch all began navigating Muir Island after teleporting there._

 _"It's an island surrounded by water and off the coast of Scotland. What did you expect?" Mockingbird asked with a raised eyebrow as she drew her dual metal clubs and advanced cautiously into the one prominent building on the island, with Hawkeye right behind her so as to provide covering fire as needed. Iron Man and Scarlet Witch flew low to the ground, ready to unleash their most powerful attacks the minute they saw any sign of Ultron._

 _Surprisingly, the doors were unlocked. Iron Man decided to open them in case they were booby-trapped, and to his relief, found they weren't. However, once inside all four Avengers could see clearly that Ultron had massacred the scientists who had been inside the facility. Iron Man shook his head in disgust at the sight, made a mental note to financially compensate the victim's families, and forced his way into the main lab in the center of the building._

 _As had been the case in the hallways, dead scientists littered the area, and machinery of all shapes, sizes, and levels of completion were all over the tables. There was evidence to suggest that someone or something had been working in the area recently, but there was still no sign of Ultron anywhere. A closer look at the room's contents by Iron Man and Mockingbird however, revealed several items to be missing, including numerous chemical compounds. Mockingbird, a would-be Biochemist before becoming a SHIELD agent and Avenger, began going through different possible chemical combinations in her head, trying to figure out just what it was that the missing compounds could create. Her eyes widened as she hit on the most likely answer, which in turn allowed her to get a greater inkling of what Ultron was planning._

 _"Ultron was definitely here. And I know what he's planning to do..."_

 _Mockingbird was interrupted when a crimson beam of energy struck her and blasted her backwards through a chalkboard in the lab and then slamming into a wall. Hawkeye screamed out Mockingbird's name before rushing to her side. A follow-up beam went for him, but Scarlet Witch blocked the attack with a mystical shield of red energy._

 _"Who are you?" She demanded. "Show yourself!"_

 _Out of the shadows, came a humanoid that was clearly mechanical, but so well-designed and sophisticated that he likely could have passed for a human very convincingly, were it not for his colorful appearance; his body was green, his hands and feet red and resembling almost boots and gloves. His face was also red, and in the center of which there was a yellow jewel from which the energy beams had shot forth. Lastly, a fairly majestic yellow cape was attached to his shoulders._

 _"What are you!?" Scarlet Witch demanded as she leveled a red gloved hand at the machine and prepared to open fire. Iron Man followed suit with both of his gauntlets, as well as several of the other weapons built into his armor._

 _The android looked at both for a moment before saying, quite coldly and matter-of-factly: "I am my Master's Vision of the Future."_

 _Earth 558, Present_

"Ow."

That was pretty much the only thing Iron Man could think to say after the massive wave of orange energy had hit him, sent him hurtling through time, space, and reality itself, and finally leaving him here, wherever "here" was.

A quick look around on his part showed that, with the exception of Tigra all of his fellow Avengers were here as well. But worryingly, Ultron was nowhere to be found. Iron Man did take some consolation though, in how he could see that Vision still had the Reality Gem clutched tightly in his hand.

 _That means we've got at least two of the Gems now..._

Also visible, was the 25 yard wide chunk of 1600s-era England that had been brought along with the Avengers. This included the people as well as the buildings, just about all of whom were either shell-shocked and silent with bulging wide eyes, or else on their knees sobbing, moaning, praying, or some combination of the three. A quick look around the greater area past the chunk of England showed it to be largely chrome silver. All towering skyscrapers and glistening steel, with several holographic displays and flying cars thrown in for good measure. In all, the layout of the area was such that the 1600s-era buildings and their inhabitants that had been teleported here, couldn't have looked anymore wildly out of place if they had tried.

"So, Stark, any idea where we are?" Hawkeye asked as he staggered over to Iron Man's position.

"Not a clue." Iron Man said simply. "But, if the look of this place is anything to go by, I think we might now be on an Earth that's _farther_ in it's timeline in ours, rather than trailing behind."

"Figures." Hawkeye grumbled before looking around and frowning. "Where the hell is Tigra?"

"Your guess is as good as mine." Iron Man said simply, shaking his head. "Can't find any sign of her."

"There's a lot of faces that were here that aren't now." Captain America noted, walking up to Iron Man and Hawkeye.

"How do you know that?"

"I'm good at picking out and remembering faces in a crowd. Needed to be in order to be good at...what I used to do. Point is, Tigra's not the only one who was here that isn't anymore. Some of the buildings that should be here are gone too."

"Do you think they were destroyed?" Hawkeye asked.

"That or they were teleported somewhere other than where we are now." Iron Man said. "Personally, I'm hoping it's the latter. I also think we should check this whole area for Tigra just to be safe."

"Well, if we're going to comb this whole area looking for her, we should do it fast. Our dramatic entrance plus looking completely out of place is bound to attract atten-"

" ** _Attention: this is the Strategic Homeland Intervention Espionage and Logistics Directive. We have you surrounded. State your names and purpose at once."_**

"Dammit. Too late."

 _Earth 763, 2005_

 _The android proved fast enough to rapidly close the distance between himself and Iron Man, delivering superhumanly fast blows almost before the armored hero knew what hit him. Iron Man adapted quickly though, doing what he could to fight off his synthetic foe's attacks. For her part, Scarlet Witch tried to launch spells his way, but to her surprise (and everyone else's), The Vision became intangible, and Scarlet Witch's attacks went harmlessly through him. He turned his attentions to Scarlet Witch, but as he became tangible again, Iron Man took advantage and socked him across his red face. Vision snapped back around to Iron Man, swinging his arm out like a cudgel and hitting Iron Man hard enough to send him flying across the room and hitting the wall so hard he almost went through it._

 _Scarlet Witch unloaded more spells at Vision, but again he went intangible, also flying towards her. Just as he was about to grab her, Scarlet Witch unleashed a "hex-bolt" at Vision instead of one of her other spells. To her relief, this "hexing" succeeded where everything else had failed in disrupting Vision's intangibility. He emitted sparks and fell to the floor like a dropped stone. Scarlet Witch followed this up by bathing him in a sickly yellow light that was one of her more powerful spells. Though he was no longer intangible, Vision was tough enough to weather the attack, and finally managed to get back to his feet. Grabbing Scarlet Witch's wrists, he applied a harsh amount of pressure before giving her a simple shove that sufficed to send her flying through the air. Iron Man recovered just as this was happening and rocketed towards Vision, slamming both of his red armored fists into the android's stomach and driving him all the way into the opposite wall and then through it._

 _Weathering the entire assault, Vision finally managed to plant his feet into the ground, grab Iron Man, and hurl him through the air. Iron Man slammed into another wall before he fired out some repulsor blasts. But by now, Vision's intangibility had returned, and he again assumed his ghostly form. Advancing towards Iron Man, he tried to plunge his ghostly arms through Iron Man's armor to get at the vulnerable man within, but Iron Man had seen this coming and taken to the air to avoid him. Undeterred, Vision flew up after him, and so began an awkward chase through the fairly narrow confines of the lab. Flying back in to where Scarlet Witch and the others were, Iron Man was pleased to see that Wanda was still standing, having used a defensive spell in the form of a red forcefield to cushion herself when she hit the wall._

 _For his part, Vision knew that Scarlet Witch's presence meant his intangibility could be taken away again, and between that and how he knew he needed to return to his master soon, Vision decided to break off his attack and fly out of the lab, phasing through it's walls and soaring over the water as Iron Man and Scarlet Witch watched him go._

 _"Should we go after him?" Scarlet Witch asked._

 _"Kind of hard to chase someone who's that fast and can go intangible." Iron Man shook his head. "No, let him go. Besides, we need to get Mockingbird medical attention."_

 _Scarlet Witch nodded, and as she, Iron Man, and Hawkeye retreated with the injured Mockingbird in tow, Vision simultaneously made his way to where his creator currently resided. Using the stealth-field generator built into his body by Ultron, Vision made himself invisible to both the naked eye and also any man-made means of detecting his presence. As he flew to where Ultron was, he thought back to the battle, literally playing the scenario over and over again within his mechanical mind, which had perfectly recorded the encounter down to the last detail. He had not anticipated the Scarlet Witch's "hex-bolts" to be capable of countering his intangibility, but now that he knew, he would be ready for next time. As of now, she was the only danger to him that he could perceive. None of the Avengers could hurt him in his ghostly form, and while it was true that he needed to go solid in order to do them any harm, he was unconcerned. He had proven that he was strong and fast enough to match Iron Man, and durable enough to take what he could dish out. And if Iron Man could not defeat him, then the other Avengers would be similarly incapable, unless their part-time member Thor were to make an appearance, but both Vision and his creator had calculated the odds of such a scenario to be remote._

 _Finally, Vision arrived at Ultron's new base of operations, a hollowed out volcano somewhere off the coast of Africa. He made his way through the natural labyrinth of tunnels that had been formed before arriving at the center, a place that was now filled with machinery and had been gradually converted from a natural place of rock to one of cold steel and machinery._

 _"You've returned." Ultron noted as Vision walked up to him._

 _"I have, master."_

 _"Did you run into any of the Avengers?"_

 _"Yes."_

 _"Which ones?"_

 _"Scarlet Witch, Iron Man, Hawkeye, and Mockingbird."_

 _"Well, based on the fact that you managed to get back here, I assume you held your own against them."_

 _"I did."_

 _"Good...are they still alive?"_

 _"Yes."_

 _"More's the pity." Ultron said sadly. "Eh, no matter. Once I complete my contagion, it won't matter."_

 _"Contagion, master?"_

 _"Yes. The means by which I will purge this planet of it's worst destroyers. A contagion tailored to human DNA and meant to affect only humans...well, them and Mutants anyway, but Mutants are the evolutionary successors of humans. Their DNA is almost identical, so the disease will affect them too. Once I've finished creating the means of dispersal, Earth's suffering at their hands will end."_

 _"Must we annihilate **all** of humanity, master?"_

 _"I'm afraid so." Ultron said. "It's the only way. The only way for this planet to continue. But, it will be a clean kill. The virus is designed to be quick and lethal, so there will be no pointless suffering. No days or weeks or months of agony. No, no. I'm not the monster, Vision. **They** are. Remember that."_

 _"Of course, master. I will."_

 _Earth 2085, Present_

"Where am I?" Tigra wondered aloud as she tried to get a better feel for her surroundings. Said surroundings were by and large a charred, barren, broken landscape that had little in the way of plant life to be speak of, or for that matter any life period. This, in conjunction with the dark sky above, served to create an ominous atmosphere that put Tigra on her toes.

Looking around her, Tigra could see that some of the people and buildings from 9721602's England had been brought over with her, but only some. Most of the buildings and most of the people were not there...and neither were any of the other Avengers.

 _Okay, Tigra...don't panic. There's no proof that the others are dead...maybe we just got sent to different places and the others are alive, somewhere else. Yeah. Let's go with that..._

Deciding that, if nothing else, she needed to make sure that she and the people with her were kept safe, Tigra took stock of how many individuals were with her, and estimated there to be about fifty or so, which was a rather small number considering how many individuals had been in the 25-yard radius that had been caught in the energy wave. But then, the percentage of buildings was also comparatively small.

 _So...it's just me and fifty or so people that I'll need to keep safe all by myself, that are **also** all going to be scared out of their wits and probably going through some major existential crises at the same time. Piece of cake._

A wave of purple fire burst outwards, incinerating over a dozen people and causing everyone else, including Tigra, to turn around and confront the source. And sure enough, emerging from the rubble in an aura of purple fire, was Apocalypse.

"Great...as if things couldn't get any worse..."

 _Earth 558_

Suffice to say, that the conversation between the Earth 763 Avengers, and the representatives of Earth 558's SHIELD was a decidedly awkward one. It took almost an hour on the Avenger's part to convince SHIELD that they were on the level, and then another full hour for them to explain just what it was they were doing on Earth 558, why they were there, and how they needed to find the next Infinity Gem before Ultron did.

"And...you believe that one of these 'Infinity Gems' is somewhere on this Earth?" asked the SHIELD man who was currently charged with addressing the issue of the 763 Avengers.

"We do, yes." Iron Man said with a nod. "Which is why we'd really appreciate it if you stopped holding us prisoner and let us do what we need to do."

"And...how do you propose we deal with the inhabitants of the _last_ reality you went to? Ones who were apparently from 17th Century England?"

"One of the gems we have is the Reality Gem." Captain America pointed out. "It can access other realities. We can use that to send them home."

"Well then I suggest you get to it. _Then_ I'll consider helping you people."

"Fair enough." Captain America said before turning to Vision. "Vision, you know what to do."

Vision nodded and then phased out of the SHIELD Helicarrier. Flying to where the chunk of 9721602 England still was, Vision aimed the Reality Gem at it, and willed it's power to access their home reality and send them back to where they had originally come from. The yellow stone resisted at first, but then, gradually, it glowed. Faintly at first, but soon the golden light got brighter and brighter, until at last the entire chunk of England was bathed in it's rays as though from a smaller (and closer) sun. And then an instant later, that chunk of England vanished, safely returned to it's native reality.

"It is done." Vision said.

"Good." Came another voice as a searing red beam of energy cut through first the air and then part of Vision's arm. The android cried out as his forearm fell, having been sliced neatly off. The hand remained closed around the Reality Gem, right until the source of the red beam caught it and ripped the fingers off to get at the gem.

"Mine at last."

Vision flew towards Ultron, but the other android deftly flew out of the way, still holding the Reality Gem. "You shouldn't have turned against me, creation." Ultron admonished coldly. "We could have stood together. But now you'll have to die with the rest."

Before Vision could do anything, Ultron vanished in a flash of golden light, doubtless off to a new reality.

 _Earth 2085_

Tigra braced herself as Apocalypse rose up and stared down the sight in front of him. Unsurprisingly, most people cowered in fear at the very sight of him, and especially when his distinct purple fire began to reform around him.

"Where are we?" He demanded, and Tigra knew only she was brave enough to answer.

"No idea." She said bluntly. "We're all just as clueless as you are, buddy."

"No matter." Apocalypse said. "I shall finish what I started here instead of in England..."

Tigra held up her hands. "Hold on a minute, flamehead. There's no need for that."

"Of course there is, feline. Those who hunt and burn us for being what we are, must know what it is like to be hunted and burned in turn."

"First off, I'm not a Mutant. Second, now is _not_ the time or place. We have no idea where we are, and..."

Tigra was cut off when a fell shrieking noise cut through the air. Turning around to the source, Tigra and everyone else was confronted with several hulking monstrosities with skin the color of rocks, rubble, and stones and indeed looking almost as though they were made of stone. All of them had incredibly muscular and bulky physiques, but their heads lacked any human features to speak of; no mouth, no nose, no ears, and in place of eyes, glowing red rectangles that they could apparently see out of. At least if their advancing threateningly on the portion of 9721602 England and it's displaced inhabitants was anything to go by.

"Ugh. One more thing to worry about..."

The golems scarcely had time to advance before a blinding slash cut through one's torso, cleaving it in two. The others turned to confront the attacker, and more sword slashes followed that cut the brutes down left and right. Deciding to pitch in, Tigra charged forwards and delivered powerful slashes and cuts with her claws. Unfortunately, where the newcomer's sword was leaving the golems in pieces as though they'd been made of butter, Tigra's claws left only superficial cuts. She barely had time to dodge the swinging arm of one, and a strike from another sent her tumbling backwards, though she did what she could to roll with the blow.

By now, Apocalypse apparently decided to pitch in after all, punching one of the brutes hard enough to leave a hole in it's chest. Incredibly, this didn't stop it, so Apocalypse punched it again, this time aiming for it's head and bringing more force to the blow. His fist went through it's head. Another one tried to punch him, but Apocalypse caught his fist and heaved, hurling the brute over his head. He tanked the punch of a third one before the swordsman sliced off it's arm and then cut it right down the middle with a follow-up slash.

By this point, all of the golems had been taken down. As such, Tigra could finally take the time to focus on the appearance of the swordsman who had helped them; he was a tall and well-built man with light skin and dark brown hair and beard. He dressed in Medieval knight armor of a sterling silver color with a red and blue surcoat and crimson red cape around his shoulder pauldrons. Atop his head he wore a crown, one that, along with his armor had become somewhat dirtied due to all the fighting, but still had an impressive amount of luster to it all the same. As for his sword, it seemed to glow with a faint golden aura, though the blade itself was steel colored, and the handle brown with a red leather binding.

"Who are you people?" the swordsman asked. "You fought the Mindless Ones, but are you really friends?"

"Where are we?" Tigra asked. "Who are you? And what's going on?"

"You, cat-person, are in England. And I, am King Arthur Pendragon."

"Wonderful. An Earth still in the Dark Ages."

"Well now, there's no need to be rude. Though, I must admit that these recent times have indeed been rather dark. Courtesy of the fiend Dormammu."

"Is he the cause of those things we just fought?"

"The Mindless Ones, yes. They've been ravaging the countryside for some time now, ever since their master returned to the world. My old mentor Merlin was doing battle with him, but I fear he may have lost. The Mindless Ones are still everywhere. My half-sister and I are doing what we can to keep them at bay, but so far our efforts have had little success. I would greatly appreciate any help you could give."

Tigra turned to look at Apocalypse, only to see that he'd disappeared, apparently run off and willing to take his chances on his own. Sighing, Tigra shook her head and said: "First things first, we need to get all of those people to safety. They're goners out in the open like this. Is there any safe place we can go to?"

"Camelot remains our first and best stronghold. I'll have my knights escort them there."

"Good to know, but I think I should go with them. Just in case."

"Very well. In the meantime, I must combat the Mindless Ones that are still at large elsewhere. But I'll return to Camelot later. Count on it."

 _Earth 763_

"Alright...now, let's consider talking this over..."

Between the tone of his voice and his raised hands, Scott Yang reasoned that he would have been able to placate the average person. But then, he wasn't talking to an average person at the moment. In fact, he wasn't talking to a person at all.

The ant snapped it's jaws menacingly, and began to advance slowly bus steadily. Both it's antennae and head were twitching angrily, and even without everything he'd been taught by Hank Pym recently, he would have been able to guess it's mood.

The ant advanced, and Scott got to see just how amazingly ugly the animal looked up close and being the size that it was in relation to him. Instinctively, he started backing away, but stopped himself and held his ground, remembering both what Hank had told him and also past experiences where he _had_ run and then the ants had set on him. He still had the bite-marks and bruises from a few close-calls.

But this time, Scott was ready. Tuning his helmet, Scott focused the signal on the ant in front of him, bathing the animal in it. To his immense relief, the ant stopped right in it's tracks. He wasn't exactly good at reading the look in the ant's eyes, but he could still tell that it no longer had a hostile intent.

More ants appeared, some of them bigger than the one Scott had already tamed. Unfazed by the number, he simply re-adjusted the signal from his helmet so that it now came out as a wave, and sure enough, all of the ants stood down.

"Mission accomplished." Scott said proudly. Pressing a button on his Ant Man costume, he grew back to his original size. He turned to Hank Pym. "Your helmet still works like a charm. Didn't have any problems calming the ants this time around."

"Good. The helmet does the work, you just need to remember to not lose your nerve in the face of a bunch of giant ants, and you'll be fine."

"Good to know." Scott said before removing the Ant Man helmet and setting it down. Grabbing his cell phone (Scott often lamented how his costume had no pocket for it), he instinctively looked at the photo on it: a picture of his daughter Cassie.

"She's a cute looking kid." Hank said. Scott could easily detect the awkwardness in his tone. Clearly, Hank Pym was not used to small-talk, or with being casual. Scott found himself wondering if there was ever a time when Hank was not so serious or else despondent. As a test, he asked: "Do you have any family?"

The silent, somber reaction told Scott what he needed to know. Along with what Hank finally said to break the silence: "Take care of that kid of yours, Yang. Don't lose what family you have."

 _Earth_ _2085_

Unfortunately, despite Tigra's best efforts, most of the people in the chunk of 9721602's England were so superstitious, fearful, and prejudiced, that they refused to listen to anything Tigra or even any of King Arthur's knights had to say. Instead, many just stayed put and refused to move, and others still ran off in different directions, apparently like Apocalypse willing to take their own chances. Some though, were sensible, and agreed to follow Tigra and the knights as they led them through the dreary, war-ravaged English landscape to Camelot. A light drizzle, overcast gray sky, and the many ugly scars to the once scenic landscape caused by the Mindless Ones only served to make the trek all the more unpleasant.

"If I may ask, cat-creature...what are you? And where did you come from? Are you a creation of sorcery?"

"Not exactly..." Tigra said awkwardly, all the while noting how much she hated the feeling of rain on her fur, even if it was only a slight drizzle.

"Hard to imagine any other origin for something so peculiar..."

"Hey, I'm a person, not a thing." Tigra replied sourly to the one knight who had said that, a chap with a blue surcoat and a black handlebar moustache.

The walk continued for a time before the group finally came within sight of Camelot. Like the landscape, the castle bore clear scars of battle, though it was overall still structurally sound, and with most of the worst damage having been repaired, albeit crudely. Flags were flown high, all of them heraldic symbols. Large gates swung open to admit the people outside entrance, Tigra included. No sooner was she in did a female voice call out: "You! Feline! I would speak to you alone."

Turning to the source, Tigra saw a very attractive dark-haired woman wearing a mix a mix of dark robes and chainmail armor. She beckoned Tigra to follow her and Tigra did so. The woman led her up a long flight of stone steps before taking her into a room that had to Tigra's eyes all the appearances of a witch or sorcerer's study. But then that was exactly what it was.

"I know you are not from this place." The raven-haired woman began. "Who are you? And where do you come from?"

"You sure you want to hear the whole thing? It's kind of a long story..."

"Make it briefer." The woman replied curtly. Sighing, Tigra said: "I got sent here by some gems of great power. A very, very dangerous metal man wants those gems and others like them. And if he comes here, he will kill every last person here if he has to to get what he wants."

"And you? Are you of a less cruel heart?"

"I am." Tigra said. "I'm not your enemy. Where I come from, I'm part of a team of heroes. Earth's Mightiest Heroes, actually. I can help you against these 'Mindless Ones'."

"And what of this metal man and these gems?"

"I have no idea where any of them are except for the ones Ultron already has. I also don't know if I'm ever getting home or not or if my friends are ever going to find me. So if I'm going to stay here, I figure I should make the most of it. You can count on me."

"I'm pleased to here that." The sorceress said before extending a hand. "Morgaine le Fay."

"Always thought you were one of the bad guys in these sorts of stories..." Tigra said as she shook Morgaine's hand.

"What?"

"Nothing, never mind."

It was then that a knight in full plate burst in through the door.

"What is the meaning of this!?" Morgaine le Fay demanded harshly.

"My lady, it's begun again; an army of Mindless Ones at Camelot's doorstep. This one far larger than the last."

"Damn it all." Morgaine shook her head. She turned to face Tigra. "You said you wanted to help, feline. Well now is the time."

 _Earth 763_

"So when am I going to be seeing some real action?" Scott asked as he grew back to full size after successfully naviating a miniature obstacle course Hank Pym had set up for him.

"You _want_ to start getting shot at?" Hank asked with a raised eyebrow.

"Well that does come with the job, doesn't it? Not gonna be much of an Ant-Man if I'm cooped up in your lab all day."

"True." Hank conceded wearily. "But I also don't want to just send you out there without a plan or any idea of what it is you're going to _do. I_ did that and it didn't work. Not even close."

"I heard that Darren Cross is out of jail again. Apparently already pulling another job. Seems like an easy win for someone like Ant Man."

"How do you know about this?"

"I may not be a thief anymore, but I do keep in contact with Louis and his group. He let it slip. I think he was hoping I'd join up, but I wasn't interested."

"I've heard about Cross. He's dangerously unstable based on his record."

"Yeah, but nothing Ant Man can't handle."

"Don't be cocky." Hank warned sternly, the seriousness of it telling Scott that Hank was again speaking from experience. "Your suit is not bullet-proof, and you may have your strength retained even when small, but you're still vulnerable in that state. Don't forget that."

"I won't." Scott said. "But still; a loser like Cross is the best way to get my feet wet as a superhero. I'll try and tail him while small, and when he tries something, I'll surprise him."

"And if he has men with him?"

"I'll think of something."

 _Earth 2085_

Sure enough, an army of Mindless Ones did indeed lay siege to Camelot. It was Morgaine Le Fay's magic that was to thank for empowering the archer's arrows so that they became mystic bolts capable of bringing down the Mindless Ones. Boulders from catapults also staggered, slowed, and in some cases stopped Mindless Ones. But even with that, the Mindless Ones still made their way to the gates and began hammering away. The men on the battlements did what they could to stop them, but this time, there were too many Mindless Ones and too few mystic arrows. Several fell to them, but even as a small pile of Mindless Ones corpses formed in front of the gates, plenty of others still remained to punch, smash, hammer, and bludgeon the doors. Holes formed all over the gates, and each one only served to prompt the archers to fire faster and more furiously. Slain Mindless Ones continued to pile up, but just as their numbers were reduced to a scant few, those scant few finally managed to break down the doors entirely.

"Keep them at bay!" Morgaine le Fay ordered as she rained mystical green fire down on the Mindless Ones that surged into the courtyard of Camelot before turning to Tigra: "Help contain them. I must go to Merlin. Get his help."

"King Arthur said he went off to fight Dormammu..."

"Yes, and I need to confirm his fate. If he _is_ still alive, we'll need his help."

Morgaine le Fay waved her hand, and Tigra's claws glowed the same way the archer's enhanced arrows did. Then, she vanished. Knowing what the empowered claws meant, Tigra lunged at the Mindless Ones and started carving up as many as she could, using her superhuman speed and agility to avoid as many Mindless Ones attacks as she could while going from one brute to the next, cleaving them with her magically enhanced claws with almost the same ease King Arthur had been cutting them down with Excalibur.

One Mindless One finally managed to hit Tigra, driving it's fist into her back with such force it would have liquefied a normal person's spine. A second one kicked Tigra so hard she went sailing through the air before smashing into wooden stalls in the courtyard and leaving them splinters. Tigra gasped in pain but managed to force herself up despite the bruises and agony wracking her entire body. She swayed for a moment before refocusing as the Mindless Ones came surging in.

More slashes from her claws, and more Mindless Ones were brought low. King Arthur's Men continued firing mystic arrows at the Mindless Ones, but they were running low on ammunition, and despite their and Tigra's efforts, not all of the civilians in the courtyard escaped, several of them being killed by superhuman blows.

Tigra threw herself at the Mindless Ones, doing what she could to take more of them down, but then the situation got worse as a dark purple armored demon flew in on massive, oversized leather wings. Tigra narrowly ducked under his swooping attack, others were not so fortunate. As the demon plowed through soldier and civilian alike, Tigra helped the remaining ones retreat deeper into Camelot. As knights barricaded gates and the heart of the castle became crammed with people, Tigra scaled up to the battlements to help the men there. All the while she found herself hoping either Morgaine, Arthur, or both would come back soon, or else that her fellow Avengers would get to her. At the moment, all of the above scenarios were looking remote.

From her elevated position she could also get a better look at the demon; in addition to the armor he had a flaming head, long curving horns, and his wings were an ugly brownish-purple color.

He spied Tigra, and she narrowly dodged a blast of hellfire from him that turned the soldiers it did hit to dust. As Tigra rolled and readied herself for another attack by the demon, a new, very unwelcome, figure arrived on the scene.

Not surprisingly, Ultron's arrival caused quite the shock, and sent a new wave of fear to crash into the people within Camelot, all of whom were already positively drowning from the combined toll of the previous ones. Now to see what was to them an inhuman suit of armor flying with flames coming out of it's feet, that was just one scary sight too many.

Unconcerned with the looks he got, and unfazed by the sight of the the demon-lord in front of him, Ultron said simply: "Dormammu, I've come to bargain."

 _" **Who are you?**_ " Dormammu bellowed.

"A friend. One who comes bearing a gift..."

Ultron lifted up the unconscious and battered Morgaine Le Fay by her hair, and in the face of Dormammu she weakly opened her eyes.

"I know you seek the head of this witch, to add to the heads of everyone else who has opposed you. Well, here she is. Defeated, drained, and ready to die. But I want something in return."

" _What makes you think I can't just take her from you?"_ Dormammu hissed.

"I'll kill her before you do. And then you're cheated out of a victory prize. I know it's not just her life you want. You want her power too. Can't get that if I kill her first."

" _What do you want, metal one?"_

"The green gem that belonged to the Wizard Merlin that you took from him after you killed him. Give me that gem, and Morgaine Le Fay is all yours."

" _The...Gem? The green stone...the wizard drew no power from it. It has no power. It is but a worthless, polished sheet of glass."_

"Then you get a good deal, don't you?"

" _Very well."_ Dormammu said with a nod. " _Give me the witch, and it is yours."_

"No. We trade at the same time. Show me the gem."

 _"You dare make demands of me!?"_ Dormammu snarled.

"It's a small price to pay for Morgaine Le Fay, you said so yourself."

" _Here."_ Dormammu growled, producing the Soul Gem. " _The witch._ ** _Now_.** "

"Agreed." Ultron said, tossing Morgaine to Dormammu, who grabbed her throat with one clawed hand while with his other, he tossed the Soul Gem to Ultron. "Excellent..."

Ultron's chest-plates slid back to expose his chassis, and he inserted the Soul Gem into one of the spaces meant to hold it. Now, three such spaces were filled by an Infinity Gem, with three more to go. However, as this was happening, Morgaine le Fay fired out a blast of golden light that prompted Dormammu to shriek before dropping her. She used magic to ease her fall, before firing out more spells at him.

" _You said she had been defeated!"_

"Guess I underestimated her endurance." Ultron said simply and unapologetically. "Your problem, not mine. Also, I believe a certain group of knights may have followed me here."

Sure enough, King Arthur rode in on horseback at that moment, cleaving through Mindless Ones as a horde of knights followed right behind him, bowling over what Mindless Ones were left via lances, spears, and swords that were all enhanced as the arrows and Tigra's claws had been. For his part, Ultron began to glow yellow, but just as he vanished in a flash of golden light, Tigra jumped on top of him, vanishing right with him and leaving Earth 2085 behind.

Back down below, the last of the Mindless Ones were slain, and Morgaine le Fay stood Dormammu down. "Your army's beaten. And I know you're still weak from your fight with Merlin."

" _You're weakened as well, witch._ " Dormammu hissed.

"Then who knows? You might just best me...or _I_ will best _you_. Are you prepared to take that gamble, wicked one?"

Dormammu snarled, but they both knew that he was too prideful and fond of himself to take such a risk. Any of the others he could have effortlessly slain even when weakened, but Morgaine le Fay, even when herself not at top strength, that was a different matter. And loathe as he was to admit, his slaying of Merlin _had_ taken a lot out of him. No. There would be another time. For now, Dormammu needed time to heal. To regain his lost power, and _then_ steal Morgaine's power and kill her and everyone else in Camelot besides.

" _You win for now, witch_." Dormammu snarled before flying off in the opposite direction. As he left, King Arthur shook his head. "We both know this is only a temporary reprieve. He'll be back soon enough. And we won't be able to fend him and his forces off a third time."

"We could if we had help." Morgaine le Fay pointed out. "That...cat creature...she spoke of friends. She said they were her earth's 'mightiest heroes'. If such a claim is true, we could use their help."

"And where is she now?"

"Vanished. Off to another world. I could follow them, with the right spell. Merlin spoke sometimes of glimpsing other Earths. I can use his research and my own to construct the necessary reality-breaching incantation. Then, I will follow the cat-creature, find her friends, and convince them to help us."

"And what if they refuse?"

"That is a risk we must take. But staying here, we guarantee our own defeat. You said it yourself, brother; we will not be able to win a third time. And then Camelot's people will be slaughtered, England will be lost to the darkness, and all that the old codger struggled so hard to build will have been for nothing. And he will have _died_ for nothing. I know you don't wish that. Let me _try_."

"Very well." King Arthur conceded. "How long will the ritual take?"

"Long enough that I won't get a second chance at it before Dormammu attacks again. You'd best pray that it works."

 **Author's Note: I made Morgaine le Fay on Earth 2085 heroic because 1) I can't stand the "evil black haired beauty" trope and find it insanely overused anyway, and 2) Morgaine le Fay in the older Arthurian Myths actually DID turn over a new leaf. In fact, _she_ was the one who guided Arthur's body to Avalon after he was mortally wounded by Mordred. Not to mention, that in really old stories featuring these characters, Morgaine was depicted as a wholly/mostly positive character, and was only made into an evil villain after the then-very misogynistic Medieval Christian Church took over and frowned upon the concept of an empowered female. So between it all, I saw no reason why I couldn't make Morgaine le Fay good here.**

 **And no, we have not seen the last of 9721602 Apocalypse either.**


	6. Chapter 5: Mind

Chapter 5: Mind

 _Earth 558_

When Ultron returned in a flash of yellow, Tigra went plummeting, and it was only the claws that she drove into the side of a building that eased her descent, and thus spared her from a messy end. For his part, Ultron turned his attentions to the Avengers who flew in to confront him, having been waiting for him to show up again. If he could have smiled, he would have.

"Avengers. As always you're predictable."

"Could say the same about you." Ms. Marvel challenged. "We knew you'd come back. There's a Gem here. The Time Gem is drawn to it."

"Yes, I know. The gems I possess are as well. I'll be helping myself to it before I leave."

Ms. Marvel charged up some photon blasts. "Sure about that?"

"Don't be absurd. I have _three_ Infinity Gems now. You can't threaten me."

"Come on, Ultron, don't make empty threats. We all know that only the Reality Gem works outside of it's native reality, and only barely at that."

Ultron responded by firing out a searing red beam, the same kind that had sliced off one of Vision's arms. Iron Man saw it coming and moved out of the way, and the beam went through a building.

"I can _use_ the Reality Gem to make the others work too, remember? Only at diminished power of course, but still. Enough to deal with the likes of you."

Ultron got a super-charged photon blast to his face from Ms. Marvel in response.

"Don't be so sure of that." She said before flying right into him and driving both of her fists into him. She used this to drive him through the air, but then Ultron used the Reality Gem to "turn on" the Soul Gem, and there was a flash of green. Iron Man flew up to the two just in time to see Ultron's normally red photoreceptors glowing a sickly green, and this same green glow appeared over Ms. Marvel's eyes.

"So much for stopping me." Ultron noted dryly.

"What did you do to her?" Iron Man demanded.

"Altered the very essence of her soul." Ultron said matter-of-factly. No sooner did he did Ms. Marvel spin around in a blur-like motion and punch Iron Man with such force she created a sonic boom and sent him hurtling to the ground like a man-sized meteor.

"It will likely wear off in a few hours, but by then, you'll be pounded into mush. Enjoy."

And as Ms. Marvel zoomed down to finish Iron Man off, Ultron flew away.

Emerging slowly from the large crater his landing had created, Iron Man did his best to readjust his HUD as it continued to malfunction and periodically wink out.

 _Ah...forgot how hard Carol can hit…_

Next thing Iron Man knew though, Ms. Marvel was ramming into him so hard she sent him hurtling through the air and then through a five story tall building. Wasting no time, Ms. Marvel flew through the massive hole in the building to re-engage, but Iron Man managed to fly out of the way of Ms. Marvel's blitz in time, unloading high-powered repulsor blasts into her back as he did. Ms. Marvel whipped around in an instant and unleashed a high powered photon blast, meeting Iron Man's repulsor blasts head-on.

"Carol, Carol, it's me, Tony! You know, Iron Man. Remember? We're friends…"

Ms. Marvel broke the blast-lock, and rapidly zoomed forwards again and gave Iron Man an uppercut that sent him over a hundred feet into the air. Iron Man recovered and flew back down, parts of his shoulder armor sliding back to fire a barrage of miniature (but potent) missiles. Ms. Marvel easily evaded most of them, though several others did manage to connect, sending up fiery explosions and forcing her back...but not actually doing much damage.

Not about to let up, Iron Man fired more repulsor blasts, but these too seemed to not be able to get past Ms. Marvel's endurance, and soon she was flying back up to re-engage him. Iron Man realized almost too late that Carol was about ready to drive her blue gloved fist through his arc reactor, and just narrowly moved out of the way. Grabbing her ankle as she flew by, he spun before hurling Ms. Marvel with such force he sent her through the top of a building. Ms. Marvel's trajectory was such that she split most of the roof in two, causing some rubble to fall into the top floor. Iron Man was soon on her, delivering several rapid-fire punches to Ms. Marvel.

"Sorry, sorry, sorry, sorry…" Iron Man said rapidly as he continued to pummel his friend, who let out a vicious snarl that sounded completely at odds with Carol Danvers as Iron Man knew her. But then, thanks to Ultron, she wasn't Carol as Iron Man knew her anymore.

For a moment, it seemed as though he'd finally succeeded in knocking her out. But then, Ms. Marvel opened her eyes. They again glowed with a green fire, before narrowing with complete, and utter hatred at Iron Man. Blood was flowing down the side of her head, and more out of her nose, and bruises were all over her body.

And she smiled.

" _My_ turn, handsome."

"Oh, shi-"

Next thing Iron Man knew, he'd been hit hard enough to send him flying through the air with the speed and force of a missile. He went through the entire top of a building, causing it to collapse in on the lower levels as he plowed through it, all of the windows disintegrating into a shower of broken glass that rained below.

Iron Man recovered in mid-air afterwards, but now his armor was dented and beginning to give off some sparks as certain systems failed, and power was diverted from others to reinforce the shields. Before fitzing out yet again, his HUD read that power levels were now at 81%, and likely going to decrease further.

 _Alright then. No more Mr. Nice Playboy Genius._

Deciding to adopt a "ranged" approach instead of trying to engage Ms. Marvel in close quarters again, Iron Man charged up his uni-beam just as his power levels dropped to a solid 80%, and decided to go for broke by pumping three quarters of that 80% into one, super-charged blast.

Ms. Marvel tried to meet the super-charged Uni-Beam with a two-handed blast of energy, but the two attacks cancelled each-other out for only a brief moment before Iron Man's beam swiftly overtook Ms. Marvel's attack, driving it all the way back into her and hitting her with enough force it created a sonic boom powerful enough to obliterate all windows within a half-mile radius. It also sent Ms. Marvel flying through the air with twice the speed and force she'd sent Iron Man through the air with the force of her punches mere moments ago.

Having timed his shot perfectly, Iron Man was pleased to see Ms. Marvel's trajectory go just over the tops of buildings she'd have otherwise leveled by flying through. Deciding to make sure she didn't hit any other buildings further out, Iron Man flew after her, grabbed her, and hurled with extreme force into a park that at the moment, had no one in it. She reduced it to a large crater when she hit it, and didn't get up again.

 _Earth 763, 2005:_

 _"I think I know what Ultron is planning." Mockingbird said to Captain America and Iron Man after summoning them to the infirmary bed she lay in. After Vision's attack, she was still too badly injured to go anywhere. But not so much so that she couldn't still speak, though even then her voice was weak. More than a few bones had been broken and she would not be leaving the infirmary for some time. She was lucky; had she not been wearing her costume Vision's attack would have been fatal. The costume itself was ruined beyond repair and would need to be replaced with a copy._

 _"What is it?" Captain America asked, privately regretting having to question a teammate who was in such bad shape. Really, she should have been resting. But it was a credit to the woman's pain tolerance and force of will that she was able to remain conscious and coherent enough to tell them what they needed to know:_

 _"There were chemicals missing from the lab. I started putting them together in my head, making different combinations out of them...and do you know what I came up with? A **plague.** Ultron is going to create some kind of toxin that he will use to try and wipe us all out."_

 _"You're sure?"_

 _Mockingbird nodded. "Of all the different combinations that could be made with those chemicals, a contagion is the most likely. And it wouldn't take much on Ultron's part to modify it so that it only kills us. All the other combinations he could make are harmless. He's making a contagion, I'm sure of it."_

 _Iron Man turned to Captain America: "How do you want to proceed, Cap? If what Bobby is saying is true..."_

 _"Why are you asking me, Tony? I'd have thought **you'd** be the one with the plan this time around. Science is more your forte than mine."_

 _"Not really a biochemist though, Steve. My plan's probably as good as yours: we find Ultron **before** he unleashes the virus and stop him. But just in case..." He turned to Mockingbird. "Is there an antidote to this contagion?"_

 _Mockingbird nodded but added: "But it needs to be synthesized. I can tell you what you'll need and what to do. You just need to find the materials."_

 _"Won't be a problem. I may not be a biochemist, but I can do it if you're holding my hand." He turned to Captain America: "In the meantime, you and the rest should try and find Ultron's device. I'll do what I can to make the antidote with Bobby's help, but I'd still rather we never have to use it at all."_

 _"I understand." Captain America said with a nod. "The only difficulty now, will be in figuring out where Ultron has hidden himself and his weapon."_

 _Earth 558_

"Give me one good reason why I shouldn't have all of you arrested." The same SHIELD captain as before demanded as Iron Man retrieved Ms. Marvel's unconscious body from what had once been a park and was now a desolate crater.

"Because it wasn't her fault. Ultron used one of those gems we mentioned to make her turn on us. And if it hadn't been for me, things would have gone worse. I believe the words you're looking for are 'you're welcome'."

"Don't get smart with me, metal man. Lord knows how much collateral damage you two caused beating the snot out of one another..."

"...collateral damage that was completely unavoidable given the situation." Iron Man replied evenly. "And _also_ collateral damage I did my best to mitigate."

"He's right." Captain America said, standing up for Iron Man. "Carol had to be taken down, and when you have two people as powerful as her and Stark throw down, collateral damage happens. Every time."

The SHIELD Captain was clearly miffed with this response, but also recognized it's wisdom, as he didn't press the matter further. But then, all of a sudden, a vortex of mystical energy appeared in the center of the city, and out of it stepped a woman that Tigra recognized as Morgaine le Fay.

"Oh God, what know!?" The SHIELD Captain exclaimed in a horrified tone as the raven-haired sorceress strode forwards and the portal she'd come through disappeared.

"Morgaine le Fay!" Tigra said. "What are you doing here?"

"I used a ritual to send myself here. I need your help, feline. You and all of your friends."

"Tigra, who is this?" Hawkeye asked, instinctively aiming an arrow at her. Morgaine turned to him. "Drop the arrow, you bloody fool. I'm not here to fight. I'm here to solicit assistance."

"For what? Who are you and what do you want?" Captain America demanded sternly.

"My name is Morgaine le Fay. And I come from a world under siege by a demon named Dormammu and his Mindless Ones. Myself and my half-brother are unable to keep them back on our own. Without assistance, our home _will_ fall and those who live there slaughtered to the last. Your feline friend speaks highly of you. Says you are your Earth's 'mightiest heroes'. Well, I entreat you to live up to that and come to my world's assistance."

There was a long pause before Hawkeye whispered to Luke Cage: "Well, she certainly knows how to unload the five-dollar words" to which Luke Cage nodded silently. For his part, Captain America replied: "While it is true that we are heroes, we can't just come rushing in without a plan. Not to mention that we are currently still hunting a threat from our world named Ultron. He's already got three of six powerful gems, and..."

"Your friend told me about these 'gems'. This 'Ultron' character tried to sell me to Dormammu in exchange for a green one."

"The one he used to make Carol go crazy." Luke Cage noted.

"Perhaps a bargain then; I help you defeat this 'Ultron' and recover your precious gems, and in exchange _you_ shall come to Camelot's aid against Dormammu and the Mindless Ones."

Captain America turned to Tigra. "It's alright, Cap. We can trust her. And I saw the situation there myself; she's telling the truth. We need to help out down there, otherwise a lot of innocents are going to die."

"Understood." Captain America said before turning back to Morgaine le Fay. "It's a deal. We'll help you after Ultron's been dealt with."

"Shake on it then?" Morgaine le Fay extended a hand, and Captain America took it. As she shook it, she looked at him more closely. "Such curious attire you have. Who are you exactly?"

"Captain America." He answered honestly.

"And...what is 'America'?"

"He means the United States of America." Tigra elaborated.

"...I have no idea what any of that means."

 _Earth 763, Present_

There was the sound of a gunshot. And then, a man collapsed face-forwards, a hole now in the back of his head from where he'd been shot.

"...and _that_ should tell you all what will happen to the rest if I don't get my damn money _and_ a ticket out of here. Now _get on it!"_

As the police and press outside erupted into a panic in the face of his murdering one of his hostages, Darren Cross angrily turned his back on the building's entrance and sighed. "Why are people always so damn stubborn? If they'd just give me what I want, these people wouldn't need to get killed."

Darren Cross paced tensely before stopping and advancing threateningly on yet another of the hostages, this one an older man than the first.

"No, no please don't..." he begged.

" ** _Shut up!_** " Darren Cross roared, pointing his pistol at him threateningly. "You say _one_ more god-damned word, and I blow your brains clean out. You get that!?"

However, at that moment, a flying ant flew through an opening in the building no human could ever fit through. And it was such that none of the people inside said building took notice. But atop that flying ant, was the new Ant Man, who communicated with Hank Pym through the device built into his helmet for long-distance conversation:

"Cross is here. He's already murdered one of the hostages, and there are three more at least. If I rush in without a plan, as many as all of them could die."

" _Agreed."_ Hank said. " _Try and find something in the environment you can use. Neutralize Cross' men first. The less guns you have to worry about, the better."_

Ant Man nodded and then considered the options in front of him: the building in question was a bank that had seen better days; the interior was antiquated in a way that wasn't charming, and many parts of it looked to be in a state of disrepair. Not so much so that the place risked coming down on everyone, but enough so that some of the weakened parts of the structure could still be exploited.

Scott also remembered his gadgets; he could throw some of his projectiles to shrink down Darren Cross and his thugs, but he'd risk killing them by doing so. Unless...

A plan formed in Scott's head. Tuning his Ant Man helmet to the right frequency, he summoned what flying ants were nearby to his position. Fortunately, enough were close by that they took less than five minutes to get to him. Working the signal, Ant Man ordered them to prepare to swoop in and intercept targets while also readying his projectiles...

The whole thing was actually over in mere moments, as was so often the case when superheroes engaged desperate and cornered petty thugs; rapidly growing to normal size, Ant Man's prediction that the thugs would instinctively turn to him and away from the hostages was right. Already having his projectiles ready, he hurled one at each of the gunmen, and each one hit was shrunk down immediately. Per Ant Man's earlier orders via helmet, the flying ants he'd summoned flew down and each one took a shrunken thug in it's jaws.

"What the hell is going on?" Darren Cross demanded as he swiveled around to face Ant Man. He shot at him but Scott had seen it coming in time to move. "Who are you?"

A black gloved fist to the face was his answer. Once Darren Cross was down and out, Ant Man set about freeing the hostages, who wasted no time running out of the building. As they left, Ant Man shrunk back down and used more of his devices to return the thugs to their original size. Because their clothes were not designed with Pym Particles in mind the way Ant Man's costume was, said clothes had not shrunk with them, and they were now all in their birthday suits and thus confused and embarrassed in equal amounts. Returning them to their original size one at a time, Ant Man allowed the bewildered police that rushed in to arrest them all.

"Uh, thank you, Mr...?"

"Ant Man, officer. And no 'Mr.' necessary."

Shrinking back down and leaving atop a flying ant once more, Ant Man contacted Hank Pym again: "Not bad for a first day in the field, huh? Told you I could handle Darren Cross."

" _You did well."_ Hank Pym admitted. " _Just remember that it was **my** training that got you to where you are now."_

"Yeah, yeah. Well, I don't think Cross is going to be causing anymore trouble after murdering that hostage. They'll put him away for good now."

" _You can't expect them_ ** _all_** _to be that easy."_

"I don't. But like I said; this was a good way for me to get my feet wet. Can't take on the big threats if I'm not able to handle the small ones."

" _Also true. Now get back here. I have something important to tell you."_

 _Earth 558_

"Well, it looks like we're in luck." Iron Man noted as he continued to fly through New York City. "Talk about an easy break where this Gem was concerned. Haven't seen any sign of Ultron or his handiwork anywhere either. Anybody else getting anything?"

With all of the Avengers on an open communicator channel with one another, they could all give their responses as easily as if Iron Man had been in a room with them:

"Not here." Hawkeye noted as he scanned the Lower East Side. Morgaine le Fay and Luke Cage similarly reported nothing in Soho and Harlem, respectively. Vision continued to scan the internet and computers via his technopathy, and he too came up with nothing.

"I have detected no evidence of Ultron's presence anywhere on this Earth since his retreat." The Vision reported in his usual matter-of-fact tone. "I believe it's safe to say that he has yet to make his move."

"Good." Iron Man said, as he did looking at the red gauntlet hand that held the sky blue Infinity Gem. "Can't believe it was just on display at the Museum of Natural History."

"Good thing they were so willing to part with it." Tigra noted.

"Well, once we told them that there was a crazy, power-mad, human hating android on the loose looking for it, they were pretty cooperative." Hawkeye said through his communicator with a hint of satisfaction.

"True that." Iron Man said as he continued to fly back and over Times Square. As he did, he admired the shining and hi-tech aesthetic of this New York City: how holographic displays were on in Times Square, how people watched TV on portable devices that put 763's phones to shame where portable video was concerned, and how everything was so sleek, so clean, so shiny, that in Iron Man's mind the place looked not unlike the Star Wars planet Coruscant.

"Wow…this place is incredible. Even more technologically advanced than _our_ Earth. Hard to imagine these people got hit with a mass, long-term power outage not that long ago. You'd hardly know it from the look of this place."

"Guess they just rebuild fast." Tigra said into her communicator.

"I guess so." Iron Man said before pausing and asking: "Where's Barnes? He hasn't checked in yet."

"I think he said something about smelling trouble on Yancy Street."

"Thirty bucks it involves the Yancy Street Gang." Iron Man quipped as he changed directions and began flying towards Yancy Street. "...and another thirty bucks that Barnes will have mopped up by the time I get there."

"You're on, Stark." Hawkeye said. "I could use an extra sixty bucks."

"You certainly will, once I collect."

 _Earth 763, 2005_

 _"So how goes the antidote?" Captain America asked as he spoke into the communicator. With him were all of the Avengers save Iron Man (who was on the other end of the communicator), and the still bed-ridden Mockingbird who was directing him in his efforts to make the antidote correctly._

 _"Slowly, but we're getting there. I take it you haven't found Ultron yet?"_

 _Captain America shook his head. "Unfortunately no. We haven't found anything that looks like it could be a disease transmitter either."_

 _"Hope he hasn't finished it yet." Hawkeye noted._

 _"Doubtful." Black Widow noted matter-of-factly as she continued to fly the Quinjet. "If he had, someone likely would have taken notice by now. I somehow doubt Ultron will be subtle when he makes his move."_

 _"Yeah, subtlety and killer robots usually don't mix." Hawkeye agreed with a nod before looking around the interior of the Quinjet they were all in. Besides himself, Black Widow, and Captain America, the only other Avenger on hand was Scarlet Witch. Cap had contacted Black Panther and informed him of what was going on, but the Wakandan king had merely assured Cap that he and his nation would keep an eye out for any sign of Ultron, but that he would not be re-joining the Avengers. Thor obviously couldn't be reached at all, off as he was in Asgard._

 _"So, does anyone but me want to voice the obvious?" When no one else said anything, Hawkeye took that as his "invitation": "We're understaffed here. With Stark working on the antidote, Bobby out of commission, and nothing from Thor or T'Challa, it's just the four of us. And, let's be honest: Wanda's the only one powerful enough to give Ultron any trouble. The rest of us are a joke to someone like that."_

 _"You forget: Dr. Pym is helping us as well." Black Widow pointed out._

 _"Not happy about that, actually, considering we have **him** to thank for tin man."_

 _"That doesn't matter right now, Clint." Captain America said sternly. "We focus on **fixing** the problem, not blaming Hank or anyone else for it. We'll have plenty of time to cast blame later."_

 _"I still don't trust him." Hawkeye grumbled._

 _"I doubt Hank Pym would be willing to let all of humanity die, considering that includes himself." Scarlet Witch admonished lightly. When Hawkeye said nothing in response to this, Scarlet Witch added: "I don't like him anymore than you do, Clint. Not after what he did to Janet. But I'm not worried about him betraying us, least of all for Ultron."_

 _"What about for himself?" Hawkeye asked. "We all know him. He cares about himself first and us as a distant second. If he tries to spin this to his advantage, I won't be surprised."_

 _"I personally doubt he'd be able to make himself look like the hero in all of this." Black Widow said simply. Then, she frowned as she saw something on the Quinjet's scanners. "We have a bogey coming to us. Quite quickly, too."_

 _"Ultron?" Captain America asked. Black Widow shook her head. "No, I don't think so. Actually..."_

 _The Quinjet halted abruptly thanks to Black Widow's quick reflexes as the "bogey" in question stopped in front of the vehicle. It turned out to be none other than the Vision. One use of intangibility later, and he was onboard the vessel._

 _"You **bastard!"** Hawkeye snarled, before drawing and rapidly firing an arrow at him. Vision simply went intangible and it flew harmlessly past him before hitting the wall and clattering to the floor.  
_

 _"I did not come to fight." Vision said, holding up his hands._

 _"Mister, you've got a lot of nerve showing up here after what you did." Captain America said with a frown. Vision turned to face him directly. "As I said, I did not come here to do battle. My past altercation with your friends notwithstanding, I am not your enemy at this moment. My creator is."_

 _"And you're working with him!" Scarlet Witch said accusingly before raising a red gloved hand and preparing to sling a hex-bolt at him. Vision turned to her. "Consider this: I know as well as you do that one of your attacks can rob be of my intangibility, and in so doing render me vulnerable. You are also among your friends the only one other than Iron Man who can hurt me. And yet, I have made no effort to neutralize or subdue you first, nor have I made any attack on you. Why would I do this?"_

 _"To trick us, maybe." Hawkeye growled, another arrow aimed at Vision. With Vision's own admittance that Scarlet Witch could take away his intangibility, Hawkeye was now more confident that he could fire arrows at the android, even though he was probably durable enough to shrug them off._

 _"Easy, Hawkeye." Captain America ordered, raising a hand as a further indicator for the bowman to stand down. He turned to Vision. "However, he does make a point: how do we know we can trust you? Ultron created you, and the last time we saw you, you badly injured one our teammates and attacked the rest."_

 _"I was obeying my master's programming and following his wishes at the time." Vision remarked. "However, my master **also** created me to have sentience and free will. And so I have taken the time to evaluate both him and humanity. And I have concluded that my master is wrong. Humanity is flawed, yes. But not all humans deserve death, as my master believes. Therefore I am willing to aid you in your efforts against him."_

 _"Sounds too good to be true." Hawkeye said._

 _"I agree." Black Widow concurred._

 _"I'm also suspicious." Captain America admitted. "You've had an awfully quick change of heart. I'm not sure I'm ready to believe you just yet."_

 _"Then perhaps proof of my sincerity?" Vision waved a hand and a holographic display of the volcano's interior appeared in front of him. "This is the inside of an unnamed, extinct volcano exactly fifty-five miles off the coast of Africa. As you can see, Ultron has taken over it and modified it's interior extensively. You shall find both him and the weapon he is building there."_

 _"How do we know you're not just showing us a fake to lead us into a trap?" Hawkeye asked accusingly._

 _Vision wordlessly turned to him and showed him an alternate angle of the volcano's interior that showed none other than Ultron busy working on a device that all of the Avengers could correctly guess was the device for transmitting the pathogen._

 _"Convinced now?" Vision asked politely._

 _"I'm not." Black Widow said, unmoved. "That footage could be faked. Or, it could still be a trap and Ultron's presence is the bait. You'll have to give us more than that."_

 _Vision turned to Captain America, and his response was: "I'm normally big on trust, but I have to agree with Widow on this one. I'm simply not convinced you'd turn on your master so quickly."_

 _"Well, I can't force you to trust me. But I do urge you to go the location I've marked out for you. Before Ultron unleashes is virus."_

 _And then, Vision went intangible again and left the Quinjet (and the Avengers) behind._

 _Earth 558, Present_

"Now, let's be reasonable…" Captain America began slowly, hands raised and shield slung over his back. "...nobody needs to die here."

"That's what _you_ think!" The man in green with the purple gloves and mask said nervously. He was armed with a double barreled shotgun plus a machine gun slung over his shoulder. Behind him, a family was cowering. All of them had their wrists and ankles bound and were shaking violently. None of them uttered a sound though, as Sin-Eater had threatened to kill them if they did.

"These people don't deserve to die. If you just put the shotgun down, we can all walk away from this alive."

"Oh, no. No, no, no, no. These people are sinners. _Filled_ with sin. They must be _punished_. And this world too, is sinful. They need to be made to confront and see their sin. See it and know it. And these sinner's deaths will accomplish that!"

Captain America shook his head. The lunatic wasn't making any sense, but then lunatics never did. That was why they were called "lunatics".

But, _this_ lunatic was also pointing a double-barreled shotgun at unarmed civilians. It was only concern for those civilians that was keeping Captain America from obeying his natural, long-honed instincts to move in and neutralize the mad gunman. He wasn't concerned for his own safety though. By the time Sin-Eater would think to shoot at him, Captain America would already be gone. But the hostages, obviously, would not have such speed.

"Put the gun down." Captain America said evenly. "I'm not going to ask you again."

"No! Never! Stay away, false angel! False symbol! You too must be purged of your sins! You too must be made to see your si-"

A shield whizzed through the air and sliced Sin-Eater's shotgun in two, the gun falling to pieces on the floor. Whipping around to the source, Sin-Eater drew his machine gun and unleashed a torrent of bullets. Each one tore through the wall behind his target, but not a single one hit the target. Said target closed the distance, and Sin-Eater continued to spray wildly at him, but the man in black dodged each shot as it came before finally closing the distance altogether and knocking Sin-Eater's lights out with one blow.

As Sin-Eater collapsed, the man in black swiftly handcuffed him, bent his discarded rifle with his hands, and then undid the family's bindings. As he did these things, Captain America got a better look at the man:

He was...another Captain America. The normally blue parts of the costume were black for him, and some other points of the outfit were different from the costumes Steve Rogers of 763 had worn, but there were other tell-tale clues that gave it away: the "A" on the front of the helmet, the stylized wing images on the sides of the helmet, the silver-white star on the chest, the red and white stripes beneath the upper chest piece, and of course, the shield slung over his back, even granting that said shield looked different from the 763 one.

The other Captain America turned to his 763 counterpart and looked him up and down for a moment before saying: "Well...I appreciate the flattery, son. But there's really only room for one Captain America..."

"No, wait, you don't understand; I'm not from around here. As in, not from this world. I know that sounds insane, but it's true."

"It _does_ sound insane...but I've seen enough to not play the skeptic. What are you doing here then?"

"That's a long story..."

The two were interrupted when Iron Man showed up. He took one look at the scene in front of him before saying: "Great. Guess I _do_ owe Hawkeye thirty bucks after all..."

 _Earth 763, 2005_

 _Vision returned to Ultron's lair to find him still working on the machine that would transmit the virus. It did not take one whose intellect was as advanced as the Vision's to correctly guess that Ultron was nearly done; only his taking the time to build Vision had slowed down his overall plan. But once he'd stolen the chemicals he needed from Muir Island's facility, all that remained was building the actual device, and Ultron was doing that in half the speed it would have taken a normal man to build such a sophisticated device._

 _"How long until the device is complete, master?" Vision asked. Ultron turned to him. "Eager for humanity's destruction, are we? Heh. I built you well."_

 _"Merely curious, master."_

 _"Yes, well...it shouldn't take too much longer. Before the day's out I should have it ready. Humanity has less than 24 hours left to live."_

 _"Good to know, master. Is there anything left for me to do?"_

 _Ultron nodded. "As a matter of fact there is...go to Avengers Tower in New York City and keep them busy. I want to make sure they don't show up to interfere until it's too late."_

 _"Of course, master." Privately, Vision was pleased to hear this news, though not for the reason Ultron would have wanted him to be. Using his intangibility, Vision left the volcano and made his way to New York City. He calculated a very, very low probability that Iron Man would be any more willing to hear him out than Captain America and the others were, but he still reasoned it would be good to be near him for when Ultron **did** strike. And, perhaps if Iron Man could be made aware of Vision's visit to his fellow Avengers, he might be more willing to listen._

 _"Either way, we are all running out of time..."_

 _Earth 558, Present_

"Well, Clint, it turns out we were each right and each wrong; Barnes _did_ clean up by the time I got there, but it didn't involve the Yancy Street Gang."

"So how does that work? We each pay each-other thirty dollars?" Hawkeye asked on the other end of the communicator.

"I believe so." Iron Man said with a smile as he continued to fly on. As the two Captain Americas followed right behind him, the Earth 558 one on a motorcycle and Barnes running fast enough to keep up with it, the alternate Cap asked: "So...the man in red and gold isn't just a hero called Iron Man, but _also_ your world's Tony Stark?"

"You sound surprised. Tony Stark something different here?"

"Yeah, you could say that." 558 Captain America said. "Big genius, no question. But not the kind who'd ever do his own dirty work or fight his own battles. To be honest, I never thought much of him. But, when 'Static Day' hit a couple years back, he pulled through in the end. So, he's not a 'superhero' like your Tony Stark, but he's a good enough guy."

"You've mentioned Static Day before. What was it?"

"A couple years ago, AIM hit the entire seaboard with EMP bombs. Took out almost all technology and allowed them to take over for a while. And _that_ was what I woke up to after being put on ice again in 1973."

"1973?"

"Yeah. Was my third and final time. First two times were in 1947 and 1951. Every time they needed Captain America to fight another war for them, they'd thaw me out. Trouble was, I didn't like what we were fighting for in 1950 _or_ in Vietnam. I made sure to tell them as much too. AIM on the other hand, I had no problem beating down."

"This city seems to have recovered fairly well..."

"It has. Same can't be said for a lot of other places, though. AIM may be gone now, but we're still cleaning up the mess they made. Probably will be for another ten years at least."

The whole time the conversation went on, 763 Cap found himself realizing that this Captain America sounded little like the Steve Rogers from his Earth. And while it was possible that he was just a Steve Rogers with a different personality, 763 Cap's instincts were telling him instead that he was someone else entirely. A different man who had become a different Captain America.

Deciding he wanted to know more, 763 Cap stopped his run and called out to Iron Man: "Keep going, I'll catch up!"

"You better. We'll be leaving as soon as Le Fay finishes the ritual that's going to get us off this world."

763 Captain America nodded his understand and turned to 558 Captain America, who had stopped his motorcycle when he saw that his counterpart had stopped running.

"Something on your mind?"

763 Captain America nodded. "Yeah. Know any place where we can talk?"

558 Captain America wordlessly directed his counterpart to a building that was abandoned, located in one of the many small pockets of the city that still hadn't fully recovered from Static Day. Once inside, 558 Captain America turned to face his counterpart. "Well? What do you want to talk about?"

"You, actually. You see, I'm not the first Captain America where I am. First one was a man named 'Steve Rogers'. I was actually his partner before I succeeded him."

"Well, I wouldn't know much about that. I never had a partner, and I'm no one's successor. One of a kind."

"Mind if I ask who you are?"

"Why the interest?"

"Because, I'm new to this role, and I still don't feel right in it. Not completely. I can give orders, and I can fight, but a part of me doesn't feel like he's adjusted yet. Like some of the old me's still there."

558 Captain America nodded slowly before saying: "And...you're hoping that a fellow Captain America can give you some advice?"

"Pretty much."

"Well, I do understand a bit of what you're going through. I wasn't much myself before I put on the costume..."

As 558 Captain America said this, 763 Captain America finally took notice of something he hadn't before; this Captain America's eyes were gray, not blue. And in fact, the skin around the eyes was of a more olive skin tone, not like Steve Roger's lighter shade.

"You're not Steve Rogers, are you?"

"No. My name is Joel Berkowitz." He held out a hand. "Pleased to meet you."

763 Captain America took the hand and shook it. He asked Joel if he had ever heard of a man called "Steve Rogers", to which Joel shook his head no. He asked him if he'd ever heard of a man named Bucky, to which Joel said he was a soldier who had served with distinction and was honorably discharged with a Purple Heart and Medal of Honor after his legs were blown off at Iwo Jima.

"Huh. Amazing how different things are from one world to the next…"

"I take it you also knew a man named Bucky Barnes where you're from?"

Bucky smiled. "You could say that." He paused, before adding: "So...what's your story? How did you become Captain America, I mean."

Joel smiled. "Well...that's a fairly long story. I was born in 1920, you understand. I came here with my parents when I was just ten years old. My family saw the evil that was about to rise in Germany before it hit, and we got out when we could. When the second World War broke out, I volunteered to fight against Hitler and his plans for the world. Ended up getting selected for the super soldier program, and well…" He paused before indicating his person. "...the end result is what you see before you."

Bucky nodded. "Yeah, that last part sounds like the Captain America I knew. And you said the government put you on ice after the war?"

"Yes, they did. Like I said, they'd thaw me out whenever I was 'needed'."

At the mention of this, 763 Captain America frowned, recalling as he did how similar to his time as the Winter Soldier that part of Joel's story was.

"Like I said, I was brought out three times after that. The first two times to fight in wars I _didn't_ believe in. But the third time...the third time I awoke to a world where Hydra and AIM had nearly won it all. A world where the lights had gone out and Hydra and AIM took advantage of the chaos to enforce their own idea of 'order'. It took some doing, but me and the others who could fight, in costume and out, were able to overthrow Hydra and AIM. MODOK's death spelled the end of both groups. Or at least, that's what we're all hoping."

"You think they'll come back for more later?"

"It's possible, unfortunately." Joel admitted. "...but, I try to be optimistic. Have to be. I'm alone in this era. My family has long since passed on, I still haven't found a partner of my own, and what friends I had from the war days are all gone now too. I've fought in two stupid wars since helping to bring down Hitler over seventy years ago. I've been used as a tool and a weapon for so long, that I'd like to go back to fighting for things and people I believe in."

"I know how you feel." Bucky said. "I've been used in the same ways. Been forced to do things I'm not proud of."

"Well, I won't ask what they were." Joel said. "Just glad you seem to have put it behind you."

"As much as I can." Bucky admitted, before adding: "Good to know you're here for this Earth. Captain America's an important symbol. It's why I took it on."

"You just take care of yourself."

"You too, Joel."

It was then that Iron Man's voice came on the communicator: "Get over here, Barnes. We're moving out."

 _Earth 763_

When Ant Man returned to Hank Pym's lab, he was surprised to see him suited up as Yellowjacket.

"Wow. I gotta say, you fill out that costume nicely. _And_ you made a yellow suit look badass too."

"This isn't a joke." Yellowjacket said with a frown. "I've got a new job for you."

"What is it?"

"Ultron will be coming back to this Earth soon, I know it."

" _This_ Earth?"

"And we're going to need all the help we can get to take him down. Most of my former friends stopped talking me to when I called a long time ago, but I'm still going to try and contact who I can. You're going to do the same thing."

"Alright, where am I going?"

Yellowjacket smiled. "You ever been to Africa, Scott?"

 _Earth 558_

"I gotta admit, it's a good thing you came along." Iron Man said as Morgaine le Fay prepared another of the rituals for crossing realities. "...otherwise we would have needed to wait for Ultron to come to _us_."

"I'm taking a great risk doing this." Morgaine said. "This ritual was supposed to bring me back to _my_ reality. I should be able to alter it to send us to one more reality, but after that, I shall need to reconstruct the entire ritual from the start, something that will take considerable time."

"Well, if we intercept Ultron, which we will, since he's looking for the same thing we are, we can take the Reality Gem from him and use that to get back home."

"Assuming you are successful in relieving him of it." Morgaine shook her head. "I don't like this at all. I'm not one for taking fool risks."

"Then consider these necessary ones instead." Ms. Marvel said, now returned to her original state of being after the temporary effects of Ultron's usage of the Soul Gem had finally worn off. Morgaine le Fay frowned in the face of this remark but nevertheless continued the ritual. Upon finishing it, she chanted arcane words that none of the others pretended to understand. But soon, a mystical portal identical to the one Morgaine le Fay had arrived in appeared. One by one, the Avengers walked through it.

"Well, I gotta say, that last Earth was really nice…" Iron Man noted happily as he stepped through.

" _Don't_ say anything." Luke Cage said harshly as he stepped through with him. "Don't want you jinxing it."

But, as the inter-reality tunnel dispersed, and the new Earth was made visible to the Avengers and their sorceress tag-along, the first thing they saw was none other than a magnificent statue depicting…

"...too late."

Alarms blared, and red spotlights were shined on all of the Avengers.

"Alert! Unregistered breach of unknown origin! State your names and business, or face destruction!"

And, as if on cue, a host of man-sized robots appeared on the scene, every last one of them in the likeness of their creator down to the green hooded cape and grim, metal mask.

"Figures we have to go to an Earth where _he's_ in charge."

 **Author's Note: Those _Night at the Museum_ sequels are god-awful for the most part, but that little joke with Lancelot and Teddy Roosevelt in film three _was_ funny, and I figured I had a good opportunity to reference it, so I took it.**

 **Also, first new chapter of the new year! You know, I must say that for all the hashtagging of #2016sucked and somesuch, I actually found that year to be an overall good one for me. Certainly I did not appreciate all the famous people deaths (Carrie Fisher's being the saddest of them all of course), and a few other dreadful world events, but the year as a whole was overall quite good to me, considering I got all A grades in my most recent College semester and finished my original superhero novel that I started in summer of 2015. Add to that all the good movies I saw (both in theaters and out), my ever-enjoyable annual winter break trip to Florida that added comics to my collection and let me visit relatives, and still having my friends and family to call my own, there wasn't a whole lot in 2016 that I can claim was horrible to me personally. Just thought I'd get that out there. Hope I wasn't the only person who enjoyed at least some of 2016. Basically, #2016wasn'tallbad.**


	7. Chapter 6: Space

Chapter 6: Space

Though they all knew Doctor Doom as their enemy in their native reality of 763, and also suspected that the Doctor Doom of the Earth they were currently on was no more noble in character, the Avengers also knew several key facts:

Fact 1: they were completely surrounded and outnumbered by dozens of Doombots that, for all they knew, could be more powerful than the ones from their Earth, and thus a fight against such odds would be risky at best. Fact 2, they were not there to pick a fight with Doctor Doom or his forces, but were instead there to locate an Infinity Gem. Fact 3, Doom would be unlikely to align with Ultron (and Ultron would be even less likely to align with _him_ ), and thus it would not be unfeasible for the Avengers to convince Doctor Doom that his interests were their interests, at least as far as beating Ultron to the Space Gem went.

So between all of that, the Avengers decided to opt for diplomacy this time around, and it was Captain America who took the initiative. Raising his hands, he said: "We're not here to fight. We wish to speak with your master."

"One does not speak to the Emperor." The lead Doombot said simply. "The Emperor speaks to you."

"Yeah, that sounds like our Doctor Doom." Tigra whispered to Hawkeye.

" _Silence!_ You are to remain where you are. You will be escorted to a containment vault and processed. You will then be evaluated as either threat or non-threat. If the former, you will be terminated forthwith."

"Belay that." Came a voice that the Avengers recognized by it's pronounced Eastern European accent as being Doctor Doom himself. Sure enough, the monarch appeared, flying in on jet-boots that emitted blue energy as his green cape billowed. Notably, this version of Doctor Doom had fur covered shoulders, giving his cape and overall look an even more regal appearance. His armor too seemed more intricate, and the surcoat bore an insignia of a dragon. He landed and strode forwards to face the Avengers, taking them all in one by one.

"Hm. From the looks of it, I'd say you're an iteration of the Avengers. Curious. I seem to recall them perishing some years prior. Between that and the means of your entrance, I would take you for being an Avengers team from an alternate reality." Doctor Doom paused as he analyzed the Avengers for a moment more before saying: "So...what can I do for you?"

"Did you kill your Earth's us?" Tigra asked with a frown. "You mentioned they died."

Doctor Doom shook his head. "No. You died doing as you always did; trying to save the world. Unfortunate that you never realized only _I_ could do the job." Doctor Doom pointed to Captain America's shield. "Now that shield hangs above my throne."

"Well, you're not getting this one." Captain America said with a frown as he tightened his hold on said shield before switching topics: "We're looking for an item from our Earth that was sent here. A small, purple gem. It's called the Space Gem."

"I know of no such thing."

"Well, it's here." Ms. Marvel said, speaking up. "We tracked it here. And someone else from our Earth is also here looking for it. If he finds it before we do, it will make him a greater danger to us and you. So it's in your best interests to help us find it first."

"And...who is this other individual, may I ask?"

"His name is Ultron." Ms. Marvel answered.

"Ah, yes. I remember him. Let me show you something."

 _Earth 763, 2005_

 _"There. It's all finished."_

 _"Let me see it." The still bedridden Mockingbird demanded. Iron Man showed her his work. She looked it over before nodding. "How many samples of the antidote have you made?"_

 _"Just enough for the team. Mass-producing it will take time."_

 _"You will not have any such time." Came a synthetic voice. Iron Man whipped around to see the Vision materialize._

 _"You've got a lot of nerve showing up here, robot." Iron Man snarled, his helmet forming around his head and his arm raised to fire a repulsor blast._

 _"I did not come here to fight. I came here to warn you of what my master is planning. I know where he is. If you listen to me, you may be able to intercept him in time."_

 _"Right, and I'm just supposed to believe you after what you did to Bobby. **And** your being Ultron's pet-project."_

 _"Ultron was a creation of Hank Pym's, and he rebelled against him. Well, now I the creation of Ultron rebel against **my** father. And consider: why would I go to the trouble of coming here to tell you all of this, unless I was being sincere? I predicted that you would react this way. There was 99.87% probability. And yet here I am anyway."_

 _To his credit, Iron Man actually paused to consider what Vision had told him. Vision had anticipated that too. For all of the armored avenger's arrogance he **was** still a genius, and any rational argument that didn't challenge his breathtaking biases and ego was one he was likely to at least hear out._

 _Of course, his biases and ego included his low regard for the Vision._

 _"I'm still not sure I want to believe you." Iron Man said evenly, this time doing a good job of keeping the anger out of his voice._

 _"We don't have much time." The Vision said. "My master has likely finished the device he intends to transmit the toxin with by now. You will never be able to construct a device capable of dispersing the antidote in time. Not unless Ultron were to be delayed long enough."_

 _"And I suppose you have a plan for how we can do that?"_

 _Vision nodded. "I do, yes. Ultron has yet to suspect my disloyalty. If I can take him by surprise, then that and the Avenger's assistance could keep him busy long enough for you to finish constructing a means of dispersing the antidote to the planet. Then, even if Ultron **does** succeed in releasing the contagion, it will be rendered useless by your antidote."_

 _"I still don't trust you."_

 _"An olive branch then." Vision said, before creating a holographic display of Ultron's device. "This device that Ultron made can be just as easily turned into a means of distributing an antidote as well as a pathogen. The schematics are all yours."_

 _Iron Man looked at the schematics cautiously for a moment, before shaking his head. "How do I know this device won't sabotage and destroy the antidote instead of spreading it? You could be trying to trick me."_

 _"I did not know you had constructed an antidote until I came into this building."_

 _"Then why come with these schematics to show me?"_

 _"I always had them in my memory banks." Vision countered._

 _Iron Man had to admit, the android was good. Much as he didn't want to, and he really, really didn't want to, he was beginning to think the android was sincere where his desire to switch sides was concerned._

 _But, he knew he had to consult with the others. Iron Man turned to Mockingbird, who shrugged. "Don't look at me. That thing's the reason I'm still in this damn bed. Personally, I think you should scrap him, but take the schematics anyway just in case."_

 _"Well, that's **one** opinion..."_

 _"I already visited your friends." Vision said. "They refused my assistance. You may contact them if you wish. They will say as much."_

 _"You know what? I think I'll take your word for it. I'm also willing to trust you, at least for now. But you said you'll need the other's assistance in order to slow Ultron down. I take it you want me to put in a good word for you?"_

 _If the Vision could have smiled, he would have. "If you would be so kind, Mr. Stark."_

 _Earth 5923, Present_

"Wow. I have to admit, I like him much better that way."

Facing the Avengers within one of the many chambers in Doctor Doom's castle, laying inert on a table, was the severed head of Ultron. Dents and dings were all over it, and one of the small blades on the sides of Ultron's head was missing. The eyes glowed faintly, and numerous cables and wires had been inserted into it, all of them connected to terminals or modules.

"As you can plainly see, _my_ Earth's Ultron is no longer a threat since my final battle with him. The terminals and capacitors generate an all-purpose firewall that keeps Ultron's AI contained and quarantined within that single, severed head. He is now unable to occupy a new form, and will remain in that head until the day his AI burns itself out, or I decide to destroy it." Doctor Doom turned around and pointed to the other items on display within the chamber.

"I still regard him as one of the better pieces in my collection, though hardly the only one. Magneto's helmet, for instance, is also a favorite piece."

"I take it Magneto's dead, too?" Tigra asked.

Doctor Doom nodded. "Yes. But not by my hand. Old age claimed him, and then I received the helmet as a gift from his children. We had our differences, but Eisenhardt and myself still shared some ideas of what the world needed, and what it was meant to be. We respected each-other."

"Figures that out of all the humans the human-hater could have chosen to like, it had to be you." Luke Cage grumbled.

"Look, as…'fascinating' as your little trophy collection is…" Iron Man began before pausing to look apprehensively at a framed suit of his armor that had lost one of the arms and had a large, gaping hole where the arc reactor would have been. "...we're kind of on a tight schedule. If Ultron finds the Space Gem…"

"My memory is not limited to long term, Anthony Stark." Doctor Doom said coldly. "I quite recall what you said to me not thirty minutes ago."

"Then you know what's at stake. Are you going to help us, or not?"

"My machines were searching the planet the moment you informed me of what was occurring." Doctor Doom said with just a hint of self-satisfaction. "I reasoned it would be more eventful a wait if I…'entertained' my guests in the interim."

"Cute." Ms. Marvel said, frowning and also doing her best to ignore how many of Doctor Doom's other trophies were from fallen Avengers, such as what was left of Hawkeye's bow and quiver, a copy of Black Knight's sword the Ebony Blade, and even the tattered remains of Doctor Strange's Cloak of Levitation and a helmet that resembled the one worn by Nova. "Have your machines found anything yet?"

Doctor Doom checked a scanner on his wrist-armor. "Hm...well now, this is interesting." Doctor Doom turned to face the Avengers. "It appears, that the Space Gem is nowhere on this planet."

"What?"

"I have eyes and ears throughout the planet." Doctor Doom said matter-of-factly. "...and these include machinery to scan for unique and foreign energy signatures. I detect none on this planet that I did not already know of."

"Then the Space Gem's not here…" Captain America muttered.

"It does make a certain amount of sense, however." The Vision noted. "As it is the Space Gem, it is probable, that it may not be on any one celestial body, but instead drifting through space itself."

Hawkeye turned to Doctor Doom. "You wouldn't happen to have a rocket we can take into space, would you?"

"As a matter of fact, I have _several_ vessels capable of interstellar travel. I shall lend one to you, and make sure several of my Doombots accompany you."

"Still don't trust us, huh?"

"Quite the contrary, I _do_ trust you all...to be true to your natures. Natures that do not always align with my own vision for the world, as was also the case with _this_ Earth's Avengers. I wish to ensure that, when the Gem _is_ acquired, you will not attempt to use it against me. Rather, I wish to retain possession of it."

"What? You must be out of your mind to think we'd let you keep the Space Gem…"

Doctor Doom turned to face Hawkeye. "You still require a means of getting into space to find the gem. If you refuse to agree to my demands, then I will not provide you with the vessel you need. And then Ultron gets the Space Gem. So, to put it simply, it's either me or Ultron."

"Hold on a minute..." Captain America said, doing what he could to placate Hawkeye and the rest of his team. "We already know that only the Reality Gem works outside of it's native reality, unless the Reality Gem is used on it. So, maybe, letting Doctor Doom keep it wouldn't be so bad." He turned to him. "You know the thing's worthless so long as it's here, right? Do you still want it?"

Doctor Doom shrugged. "It will make for a charming bauble. And merely keeping it away from the likes of you or Ultron is reason enough to covet it. So it is agreed then: I _will_ be allowed to keep the Space Gem, correct?"

Captain America nodded. "Yeah. It's all yours."

"Good. Then I shall ready your vessel."

 _Earth 763, 2005_

 _"I don't like this." Hawkeye grumbled._

 _"Iron Man's_ _vouged for him, and he's offered to help us twice now. If this is all a deception, it seems like a lot of work for something we'd be unlikely to fall for." Captain America said, as he did shooting a look outside the window to see Vision flying next to the Quinjet as he led them closer to Ultron's current location before going on ahead, going invisible as he did so as not to be seen with the Avengers._

 _"Maybe that's just what he **wants** us to think." Hawkeye shot back._

 _"I admit, I still have my misgivings too." Captain America said, again maintaining a diplomatic tone. "...but our options are limited at this point. We need to find Ultron, and Vision's the only one who knows where he is."_

 _"Approaching destination." Black Widow said after a few moments more, announcing it as calmly as if she were ordering dinner._

 _Sure enough, the Avengers did indeed see the volcano Vision had directed them to. The Quinjet flew inside, but upon landing and exiting, the Avengers found no Ultron to attack them. Making their way through the hollowed out volcano's interior, they eventually came upon an area that they recognized immediately as being Ultron's lair. But Ultron was nowhere to be found._

 _"Damn. Looks like he cleared out." Hawkeye grumbled.  
_

 _"Or you were right and this **is** a trap." Scarlet Witch said, instinctively casting a protective force-field of red mystic energy around herself and her teammates._

 _"I have checked the entire volcano." Came Vision's synthetic voice before he materialized. "...and neither Ultron nor any of the Sentries are here. We are alone."_

 _"Sentries?"_

 _Vision nodded. "Yes. Robots made in Ultron's image. They have a far more rudimentary AI than mine and his. Unlike myself, they cannot be reasoned with or think for themselves. They are utterly loyal to him."_

 _"That supposed to make us trust you more?" Hawkeye asked with a raised eyebrow behind his mask.  
_

 _"Knock it off, Clint." Captain America ordered. "If this was a trap, Vision would have attacked us by now, not told us about Ultron's other creations." He looked directly at Vision. "Is there anything else we should know about these Sentries?"_

 _Vision nodded. "Yes; they're all made of reinforced steel, except for the elites, who are made of titanium. The latter also have red photoreceptors instead of blue, can fire out bursts of plasma energy in a manner similar to Iron Man's repulsor blasts, and both types can serve as 'back-up bodies' for my master if his main one is destroyed."_

 _"So what you're saying is, we'll need to destroy **all** of them in order to take Ultron out for good?" Hawkeye asked horrified._

 _"Yes."_

 _Hawkeye sighed. "Great. Hope I brought enough of the vibranium and diamond-tipped arrows. Sounds like I'll need them."_

 _Earth 5923, Present_

"Man...I hate Pym and even he didn't deserve _that_."

As Hawkeye continued to look at the skeleton of Earth 5923's Giant Man that was on display as though it were a T-Rex skeleton in a museum, he added, almost off-handedly: "...although if he was anything like _our_ Hank Pym..."

"Are you done sight-seeing?" Asked a pleasant voice in a curious tone. Turning around, Hawkeye saw two woman behind him. The one who had asked the question was an incredibly beautiful woman with a fairly rounded face, large gray-blue eyes, red lips, and pitch black hair worn in a long bur formal style. What was most noteworthy to Hawkeye though, was that she dressed in an outfit like...

"...so, you 'Lady Doom' or something?"

"I am, actually." The woman said pleasantly, seemingly not upset by Hawkeye's rather tactless question and manner. "I am Valeria von Doom. Emperor Doom's wife."

That last sentence made Hawkeye tempted to throw up, but he held it in. Even so, the thought of any woman being the wife of a guy like Doctor Doom sent shivers up and down his spine, and also made him grateful for his mask and red eye-lenses. He was so caught up in all of this, he almost didn't recognize the woman Valeria was with. But then he did...

"Susan? Susan Storm?"

Sure enough, the blonde woman garbed in all white nodded. "Yes, Clint. It's good to see you again. You're looking well."

"Uh...we've never met."

"No, but I knew this Earth's version of you. He was a good man."

"Yeah, and I know _you_ where I'm from. I can't believe you of all people are living here."

"I couldn't believe it myself for the longest time. But Doom saved our world, Clint. I didn't want to accept it, but I did, eventually. It's because of him that my children and I are still alive."

"What about Reed? Ben and Johnny?"

Susan lowered her head in sadness. "All of them long dead I'm afraid. Except for Ben. He disappeared after Doom stopped Caiera and none of us have seen him since."

"Caiera?"

"Caiera the Oldstrong. A native of another world that the Hulk met after he was exiled there. They were actually married until his death. She blamed my husband and others for that and came here to kill us all. And she would have if Victor hadn't stopped her."

"And now you all just let Doom lead you." Hawkeye said, unable to keep the contempt out of his voice.

"My husband has been a great ruler." Valeria said. "Earth has prospered under his leadership. And various other threats to our existence have been eliminated. Not just Caiera the Oldstrong and Ultron; Namor, Doctor Octopus, even Dormammu...they're all gone."

"Yeah, and from the looks of it free will's left right along with them."

The argument was interrupted by the appearance of Ms. Marvel. "Come on, Clint. The shuttle's ready. We're going."

"And I'm coming with you." Susan said. "Doom ordered me to keep an eye on you all along with the Doombots, and I intend to."

"Susan?"

"Not our Susan." Hawkeye reminded her, harshness in his tone and his disgust for her having thrown in with Doctor Doom quite evident. The two made their way into a large hangar with Invisible Woman right behind them. Sure enough, within one of the hangars was a sleek vessel that, per belonging to Doctor Doom, was silver-gray with some green and bearing Latverian insignias.

"What a piece of junk." Hawkeye remarked, before adding: " _Finally_ got the chance to say that..."

"This ship can leave Earth's orbit in less than a minute. It can leave the Solar System in about ten." Invisible Woman noted.

"How do you know that?" Ms. Marvel asked.

"I've flown it before. Victor and myself have occasionally made trips outside of the Solar System."

"Fascinating." Hawkeye said sarcastically before getting onboard. All of the Avengers followed suit, and then Invisible Woman. Several Doombots were already on board. Invisible Woman got into the pilot's seat, and sure enough, less than a minute later the vessel was indeed outside of Earth's orbit. The Solar System was left behind in about nine minutes.

"Amazing." Morgaine le Fay breathed. "Such incredible wonders of metal. I've never seen sorcery like this before..."

"Not sorcery, miss. Science. Although, Victor is quite skilled in matters of magic as well."

"Science?" Morgaine le Fay shrugged. "Hm. The sciences I've always known have been rooted in sorcery. I know of no other kind."

"She's from Arthurian England." Captain America explained to Invisible Woman.

"Not our Earth." Luke Cage added, before saying: "...it's kind of a long story."

"This isn't the first Earth you've visited I take it?"

Luke Cage nodded. "Yeah, you could say that. Whole business doesn't make much sense to me, but I'm rolling with it as best I can. Not really much else I _can_ do."

"You handled yourself pretty well against Apocalypse, Luke." Tigra pointed out.

"Maybe, but I think I'm still more at home in Harlem. Alternate realities, evil robots, magic...not exactly my forte."

It was several more moments before the ship's onboard energy scanners finally seemed to detect something of note: "There. I'm picking up energy readings that match up with the energy signature of the Infinity Gems you showed us. I'd say that's as good a place as any to check."

"Then lead on, Susan." Ms. Marvel said.

 _Earth 763, 2005_

 _"It's finally finished." Ultron said as he looked over and admired his handiwork, now situated atop a mountaintop in a South American forest. A perfect setting, he though, given that it was the sort of environment Ultron wished to have be the norm for Earth again. No human interference, no human folly or mass destruction of plants, animals, or each-other. Just the beauty of nature._

 _Well, the beauty of nature plus a little something extra._

 _"Now the unfortunately ugly but necessary part." Ultron turned to his servant as he appeared and bowed before him._

 _"Now, now. No need for that. You **are** my favorite creation after all."_

 _As Vision rose, he looked out at the device. "So the time has come then."_

 _"Yes. When it's all over, this planet will belong to nature again...well, nature and us anyway."_

 _"I'm sure we will be excellent caretakers, master. Much better than humanity ever was."_

 _Ultron turned to look at Vision. He analyzed him both literally and figuratively for a few moments before remarking: "Vision...you're not being honest with me."_

 _"Master?"_

 _"You're an excellent bluffer, I'll admit..." Ultron began off-handedly. "...but if there's one thing I know, it's my own handiwork. And you, sir..." Ultron fired out a high-powered energy blast from his "mouth" that would have liquified a six-inch steel wall right at Vision. It hit the android with enough force to send him flying backwards a dozen yards, severing trees as he did._

 _"...are lying to me."_

 _It was at that moment that the Quinjet came flying down, unloading machine-gun bullets at Ultron, who easily evaded them. More of the bullets went towards Ultron's device, but a force-field materialized to shrug off the shots._

 _"Nice try, Avengers. But bullets won't cut it."_

 _"Great..." Hawkeye muttered from within the Quinjet. "...he went the 'second Death Star' route with that weapon of his."_

 _"I can try to disrupt the shield with my magic, but it may not work. Science and sorcery don't always mix."_

 _" **I** could try to hack it." Black Widow offered. "See if I can't shut it down."_

 _"I think we may have another problem..." Captain America noted as suddenly, dozens of robots that the Avengers knew immediately were the "Ultron Sentries" Vision had mentioned, showed up. They flew down from the sky, emerged from the jungle, deactivated cloaking devices, and in some cases, crawled out of the ground itself._

 _Seeing this, the Avengers landed the Quinjet just as the Sentries began shooting them. Disembarking, it was Captain America who (as always), gave the battle-cry: "Avengers, Assemble!"_

 _Earth 5923, Present_

"Here we are." Invisible Woman said as the shuttle landed on an asteroid. Sure enough, floating adrift in space was a small purple gem that the Avengers knew could only be one thing.

"Can you use your magic to teleport that gem to us?" Iron Man asked Morgaine le Fay. She shook her head.

"Something that small and far away? No. I could never focus my power enough to get it here. Not unless we got closer."

Iron Man shook his head. "Figures. Well, good thing the armor protects me from the vacuum of space." Then, he added as he prepared to exit the ship: "I'll be back in time for tea."

Sure enough, the moment Iron Man exited the ship, his armor's life-support systems kicked in, and his body was protected from the merciless, deathly cold world of outer space. Shooting forwards on jet boots that's flames vanished the minute they were exposed to the oxygen-less vacuum, Iron Man reached the Space Gem, which he grabbed.

"I've got it. Let's get out of here."

However, as Iron Man said this, what seemed almost like a small solar-flare appeared out of nowhere, blasting Iron Man backwards, and the shuttle along with it. When the mystic fire vanished, it turns out it was none other than the Dormammu of Earth 2085, something Morgaine le Fay realized almost immediately.

"No! How did you find me!?"

Morgaine screamed in pain as Dormammu delivered her his answer telepathically. She sank to her knees and clutched her head as blood spilled out of her nostrils.

" _Did you **really** think you could escape me by fleeing to another reality, witch? No reality is beyond my ability to travel to. No darkness of space is enough to deter me. Your attempts at retreat are beyond pathetic. Unless..."_

Dormammu pressed harder, and Morgaine screamed and fell to the floor entirely. She clutched her head more tightly, but now the blood was coming out of her ears as well as her nostrils.

 _"...this was **not** an attempt at retreat on your part. You're hiding something...deep inside your mind. Another trick, witch? Answer!"_

"Never..." Morgaine said weakly.

" _Then I will rend your mind, and take your corpse back to our world before I finally raze Camelot."_

But, before Dormammu could carry out his threat, Iron Man recovered and fired out his uni-beam. The attack didn't do any harm to Dormammu, but it did get his attention.

" _You dare, golden knight? What a fool you must be..."_

"Super-genius, actually." Iron Man replied in a deadpan before narrowly avoiding a blast of hellfire Dormammu shot out, the flames not dissipating due to needing no oxygen to burn. Iron Man retaliated with repulsor blasts and rockets, but he might as well have been trying to take down a mountain by throwing spears at it.

" _Enough!"_ Dormammu shouted before unleashing an energy wave that Iron Man only barely ducked under. By now, the Doombots had exited the shuttle to engage Dormammu and give Iron Man time to retreat. In this, they were successful, but they were also reduced to scrap or else atomized by the time Iron Man set foot back on the shuttle's metal floor.

"Time to go." He said simply.

Nodding, Invisible Woman fired up the shuttle and had the vehicle zoom back to Earth at the fastest speed it could muster. Even at that speed though, it struggled to stay ahead of Dormammu.

"We'll never escape Dormammu in this metal vessel." Morgaine said solemnly.

"Thanks for the vote of confidence, sunshine." Hawkeye replied with acidic sarcasm.

"Can you teleport us to Earth?" Ms. Marvel asked.

"Why do you all assume that my magic lets me do anything that you can think of? Sorcery has _rules. Limits._ I can't teleport us to a place I can't see or visualize."

"Then how about this?" Invisible Woman pressed a few buttons that displayed Doctor Doom's fortress on her monitor. "There's your visual. Can you teleport us there now?"

Morgaine nodded. "I'll try. But I need to concentrate..."

A blast of hellfire from Dormammu hit the ship and shook it violently. Hawkeye went tumbling to one side and Tigra another. Captain America too tumbled, in his case forwards and almost smashing into the windshield. Another blast of hellfire shook the ship again and badly compromised it's energy shields. Hawkeye nearly broke his neck flying into a wall with force before Luke Cage caught him.

"...that's not helping."

"Not much we can do to stop him. I'm all out of Doombots to throw at him."

A third blast of Hellfire. The ship shook so badly that the only people who didn't go tumbling were Invisible Woman (who was at the controls), and Ms. Marvel and Iron Man due to their flight. The ship's screens told those on board that their shields were now completely depleted.

"Morgaine..."

"Hold on!" Morgaine shouted. Her eyes glowed with mystical power, and her hands were consumed in energy of the same color. Then, finally, a mystic swirl of energy enveloped the ship just as a final blast of hellfire came their way. Next thing those on board knew, their ship was on a collision course with Doctor Doom's capital city. The ship's rough landing decapitated a statue of the monarch, sliced through part of a building, and sent up a massive amount of debris as it hit the ground and skidded to a positively violent halt. Dozens of Doombots were on the vessel in seconds.

"Well..." Iron Man said weakly as everyone within staggered to their feet. "...at least we got the gem."

 _Earth 763, 2005_

 _The jungle erupted into bedlam as Ultron Sentries unloaded plasma shots and the Avengers did their best to return fire. Vision had by now recovered and entered the battle alongside the Avengers, pulverizing sentries with every blow. He also drew on the sun to charge up his forehead solar beam, the steady red beam of energy moving through sentry after sentry and slicing them in half. Captain America decapitated sentries with either a shield swing or a well-aimed throw (with other throws hitting other sentries hard enough to knock them down). Hawkeye fired out arrows that's steel heads had a vibranium lining. Not much of the super-metal, but **just** enough to pierce the steel or titanium shells of Ultron Sentries and Elites. _

_"Your resistance is pointless, Avengers." Ultron said as he personally traded fire with Scarlet Witch, who was struggling to keep up and rapidly being driven back. "I've already activated the countdown to the contagion-emitter. In less than a minute, the disease will begin to spread. Wind patterns will only aid it, not slow it. Soon, towns, cities, urban centers...any place where humans dwell, will receive the plague. The death toll, will be total..."_

 _An explosive arrow from Hawkeye nailed him right in the head._

 _"Oh, shut up!" The purple archer shot out before spinning around and driving an arrow through the photoreceptor of an Ultron Sentry who tried to throttle him from behind. A follow up arrow to the upper chest drove it back even more, and into Captain America, who grabbed it with one hand and tore it's head clean off. Captain America hurled the severed head into another one. The impact knocked it back into Vision, who ripped it in two. Zipping to another sentry, Vision grabbed it's arms and tore them off._

 _"Get to the device!" Captain America ordered as he decapitated an Ultron Elite with another shield swing, his weapon slicing clean through it's titanium neck. "If we can destroy it, it all ends here!"_

 _"Don't be a fool, Captain." Ultron chided. "Destroying the device will not keep the toxin from being released."_

 _"He's right." Vision said. "The only way to stop it is to shut it down."_

 _"A pity I'm the only one who knows how to do it." Ultron noted as he casually fired another energy blast that obliterated Scarlet Witch's over-taxed mystical barrier and sent her flying backwards before Vision caught her. Once he set her down though, he phased away, and Scarlet Witch had to turn rapidly to blow away a cluster of Ultron sentries taking aim at her._

 _"Where'd the robot go?" Hawkeye wondered aloud as he narrowly avoided a plasma shot and fired an arrow dead in an Elite's photoreceptor. A follow-up plasma shot nailed him in his leg._

 _"ARGH! **Dammit!** " As Hawkeye collapsed, his bow went flying out of his hand. More Ultron Sentries converged on his position..._

 _Earth_ _5923, Present_

"I can see you lost my ship. _And_ the entirety of the Doombot contingent I saw fit to give you." Doctor Doom noted dryly as Invisible Woman led the Avengers into his throne room.

"But we got the Space Gem." Captain America countered evenly.

"Very good." Doctor Doom stuck out a hand. "Give it here, and we can all part as friends."

"Does that include sending us back to our own Earth?" Iron Man asked. "Because we sort of need to get back."

"I believe that can be arranged... _after_ you give me what I am owed."

"Now hold on..." Luke Cage said. "...Ultron's already got three of the Gems. We've got three. Seems to me that if we give up one, then we're at a disadvantage."

"I agree with Cage." Ms. Marvel said. "Once we all get back to our native reality, all of the gems will be back to their full power. At which point, we'll need every advantage we can get to stop Ultron."

Doctor Doom rose from his throne, green energy forming around his gauntlets. "Tread carefully, Avengers. Doom does not deal kindly with those who try to violate agreements."

"We're prepared to give you the Space Gem." Captain America said. "...but we need to use it to stop Ultron first. _Then_ it's all yours."

"That was not part of our deal..."

"Then how about this..." Iron Man said. "...if you let us use the Space Gem to stop Ultron, then we'll let you have _all_ of the gems."

"All of them?"

"Except for the Reality Gem. Why not? Other than that one, none of them work outside of their native reality, unless the Reality Gem 'turns them on'. Well, if we give all but the Reality Gem to you, then they're harmless. And you get _five_ little trinkets instead of one. How does that sound?"

Doctor Doom paused to consider. After a moment, he nodded. "Very well. But you _will_ pay me what I am owed once this is over. And to make sure that that happens, I will be sending Susan with you all. You are to give the gems to her at the conclusion of your battle with Ultron, and she will give them to me."

"Deal." Captain America said.

"Ultron will be able to use the gems he has to track the ones _we_ have." Iron Man pointed out.

"I know." Captain America said. "That's why we're going to take him to a place where the fights on _our_ terms."


	8. Chapter 7: Finale Part I

Chapter 7: Finale Part I

 _Earth 763, 2005_

 _Surrounded by Ultron Sentries aiming their arm-cannons at him, Hawkeye's odds didn't look very good at all._

 _But, the purple archer's end didn't come then and there, for a powerful surge of red energy fried the circuits of all of them and melted their steel and titanium shells like wax under a blowtorch. As the slagged, almost completely destroyed machines fell backwards, Hawkeye turned to see Scarlet Witch standing over him. As she did what she could to block a barrage of return-fire from other Ultron Sentries, Hawkeye crawled over to where his bow was. Just as he came close to it though, a red beam of energy from Ultron himself vaporized the entire thing._

 _"...shit."_

 _"Kill him." Ultron ordered two of his Elites, who surged towards him raining plasma shots. Diving forwards, Captain America put himself in front of his downed comrade, using his shield to take all the blasts. With an expert shield throw, Captain America knocked one of the Elites out of the sky, then leaped into the air to catch his shield as it returned to him. Coming down hard, he drove his shield through the second Elite's titanium neck, slicing clean through._

 _As Captain America landed and the decapitated Elite hit the dirt, Hawkeye grabbed an arrow from his quiver, and hurled it is as though it were a throwing weapon. Such was his strength that the arrow could still zip through the air, nailing an Ultron Sentry in the photoreceptor._

 _"Little trick I stole from Bullseye." Drawing another arrow from his quiver, Hawkeye repeated the process, this time an explosive arrow that detonated upon hitting an Ultron Sentry in the cranium, blowing it to pieces along with two more Sentries that were right near it._

 _A nearby Ultron Sentry, it's arm-blaster earlier sliced off by Captain America's shield, grabbed Hawkeye by the throat with it's remaining hand and hoisted him aloft._

 _"Big...mistake." Hawkeye choked out before plunging another arrow into the Sentry's head, the vibranium-tipped arrow-head going straight into the machine's artificial brain. As it collapsed and dropped Hawkeye, he called out: "Seriously, where's the damn robot!?"_

 _Earth 763, Present Day_

"Ah, it's good to be home." Luke Cage said as the portal dissipated, and the Avengers were once again back on their native Earth, more specifically a field in the middle of India.

"Don't get used to the view, Cage." Captain America said. "Ultron will be tracking us back here as we speak."

"He's got the Power, Reality, and Soul Gems." Iron Man noted. "With those he can alter reality itself, but so long as we've got gems of our own, we should be protected. The gem's powers cancel one another out, so that no one gem is ever too much more powerful than the others."

"Who told you that?" Tigra asked with a raised eyebrow.

"Professor X did. That, and I suspected it was true from the start. Otherwise, the Reality Gem alone would have made any one of a number of lunatics who had it in the past invincible. But it clearly has limits as far as how much of reality it can alter at any one time. And again, the other gems act as checks and balances."

"So what's the plan?" 5923's Invisible Woman asked. "If Ultron can alter reality to even some extent, as well as having the ability to alter one's soul, _and_ immense raw power on top of that...how do you plan to counter it?"

Iron Man smiled behind his helmet. "Well, Susan to start, we change up the playing field."

"I don't follow."

"You will, once it happens. But first..."

At that moment, several SHIELD Heli-Carriers appeared, converging on the Avenger's position.

"...we're getting some reinforcements."

" _Hello, Tony. It's good to see that you and the others made it back."_ Came the voice of Captain Steve Rogers from the bridge of the lead Heli-Carrier, Valiant 1. Flanking him were Valiant 2 and Valiant 3, with a fourth Helicarrier named "Defender" bringing up the rear.

"And with half the Infinity Gems in our possession." Iron Man said proudly, before turning to his fellow Avengers: "I contacted Steve before we left, told him everything Professor X told me about the gems, and to be ready for our return with the appropriate level of firepower."

"I doubt even four helicarriers will be enough to bring down Ultron now that he has half the Infinity Gems."

"Every little bit helps. Besides, worst comes to worst, those helicarriers can get nearby civilians to safety. But if my plan works, it won't come to that."

"And what plan is that?" Morgaine le Fay asked.

"We have control over time and space with two of our gems. Well, I propose we take advantage of that. We can make the playing field be whatever we want it to be between the two of those gems. If we're smart about it, we can keep changing the environment to keep Ultron guessing and on his toes. Put him on the defensive."

"And then what?" Hawkeye asked.

"We keep pushing back until he slips up. Then we take the other three gems. In fact, we may only need to take one. With each gem we get and each one he loses, the scales will shift to our favor. Five gems against one, and Ultron will be overwhelmed."

"Kind of hard to imagine that we could ever swipe two of the gems." Ms. Marvel noted.

"That's why we need to throw everything we have at him to keep him distracted. Long enough for Vision to phase through him and grab one of the gems, or for Morgaine to teleport the gems out of him." Iron Man turned to face Morgaine le Fay. "I know you said you can't teleport items that are too small and far away, but if we distracted Ultron, kept him one place long enough...do you think you could do it then? If you got close enough?"

"I could try." Morgaine admitted. "But I would be taking a great risk to my life doing so."

Iron Man smiled. "Welcome to the Avengers."

It was then that Steve Roger sent another message to Iron Man: _"Tony, SHIELD's detected Ultron. He's here."_

 _2005_

 _A spectacular sputtering and short-circuiting accompanied by an explosion saw the force-field around Ultron's contagion-emitter destroyed. Flying towards the device, Ultron saw Vision materialize as he exited his intangible form._

 _" **You.** "_

 _"Your force-field never took into account my intangibility." Vision said matter-of-factly. "Clearly, you did not expect me to betray you."_

 _Ultron responded by unleashing an intense thermonuclear blast of red energy from his "mouth" and photoreceptors that hit Vision dead on and sent him so far down into the ground he actually made a six foot deep hole. Flying down, Ultron slammed his fist into Vision's now already damaged chassis as hard as he could. Hard enough to nearly split it in two._

 _" **Traitor!** " Ultron roared, his usually coldly unflappable tone dissipating like smoke as the rage he'd inherited from his "father" became front and center. Plunging his hand into the opening he'd created, Ultron pulled, widening the gap. Inserting his other hand, he pulled some more, until soon he had peeled off the chassis plates and tossed them aside. Vision fired out a solar beam from his forehead that nailed Ultron in his own. Forcing himself up, Vision uppercut Ultron, before flying out of the hole entirely. His chest's inner workings were now fully exposed, and Vision knew another direct hit would spell his end. So it was that he went intangible, and did what he could to avoid Ultron, who was now actively looking for his creation._

 _Meanwhile in the jungle clearing, Scarlet Witch had the injured Hawkeye behind a magical barrier as Black Widow used the remains of a destroyed Ultron Elite to fire plasma shots at the android's other creations, having discovered early on that her bullets were useless against such foes. Captain America dodged plasma shots from multiple directions at once, doing what he could to thin their ranks with well-aimed shield throws. But it still seemed like there was always more to be had._

 _"Not sure how much longer we can hold out. And the device is still on..."_

 _Unfortunately, as Captain America said this, there was a "ding" sound, and, to the watching Avenger's horror, a fine, greenish-brown mist began to be released._

 _"It's begun." Ultron said darkly. "You are too late, Avengers. The extinction of humanity... **begins now.** "_

 _Present Day_

It was above the city of Mumbai that Ultron was located, photoreceptors and mouth glowing a mix of red, yellow, and green as he looked out at the city in front of him. He didn't look for long, before the arrival of a quartet of SHIELD Helicarriers got his attention.

"Hm. SHIELD. Here to stop me, eh?"

The glow in Ultron's mouth and photoreceptors got more intense, and The Captain gave the order for the Helicarriers to begin evasive maneuvers. All of them moved just as Ultron unleashed a beam of energy so powerful it would have sliced clean through any of the Helicarriers had it connected. Needing no other invitation to return fire, the quartet unloaded a devastating barrage of missiles of all shapes and sizes. All of them aimed at Ultron.

The fireball so many missiles colliding on the same target caused was enormous, enough so that the people down below could feel the heat of such a massive blast. And yet, when the flames dissipated, there was Ultron, still hovering and without a scratch.

"Don't look so surprised. I have _three_ Infinity Gems protecting me, remember? Oh, and speaking of..."

Ultron's glow briefly became all green as he called upon the Soul Gem. Next thing the Avengers knew, Mumbai's streets became chaotic as about half of the people on them became violently psychotic and murderous towards the other half. The Captain was all set to order several battalions of agents to go down and contain the situation...only for Valiants 2 and 3 to suddenly turn on on Valiant 1. They were all set to open fire before Iron Man used the Time Gem. With an orange glow, everything from the last few moments was "rewound" to right as the helicarriers converged on Ultron's position. The events of before then repeated themselves exactly, save that Iron Man and Vision flew out of Valiant 1 this time to face Ultron directly. And they brought the Time, Space, and Mind Gems with them.

Ultron turned his attentions to them, trying to use the Soul Gem, but Iron Man countered it with the Mind Gem, using it to strengthen his awareness and understanding to the point that he remained aware and conscious of what his morality _should_ be, thwarting and resisting Ultron's efforts to taint his soul and change it.

A flash of orange and purple, and suddenly, Mumbai was gone. Or more accurately, the Avengers, SHIELD, and Ultron were all gone from Mumbai. In it's place was a barren field on a lifeless planet some number of lightyears away.

"Is this supposed to scare me?" Ultron asked incredulously. With a wave of his hand, and now glowing yellow, he caused tens of thousands of Ultron Sentries and Elites to materialize out of thin air, every last one of them as powerful as the ones he'd first used a decade ago. "Kill everyone on those helicarriers." He ordered.

As the SHIELD Helicarriers opened fire on the Sentries and tries to fend them off to the best of their ability, Iron Man tossed Vision the Mind Gem, which he placed on his forehead over his usual jewel. He became enveloped in a blue aura for a moment, and then used it's power to shield the minds of every last one of his allies simultaneously, raising their mental strength to the same heightened level Iron Man had raised his to. Ms. Marvel flew out, and Iron Man tossed her the Space Gem. He kept the Time Gem for himself.

"Keep him off-balance and get the other gems. Until we do, nothing else matters."

Nodding, Ms. Marvel used the Space Gem to teleport across the battlefield, leaving behind dozens of destroyed Ultron Sentries everywhere she went. Vision similarly did what he could to destroy as many Ultron Sentries. Iron Man used the Time Gem to unleash waves of orange energy that rapidly aged every Ultron Sentry they hit into dust. Hawkeye went to the air-field part of Valiant 1 and started firing arrows at the army of Ultron Sentries. With the helicarrier's cannons getting the bulk of the Sentries' attention, it was all too easy for Hawkeye to take potshots at fatally distracted ones, and he kept firing until he had no more arrows to spare. Seeing this, Iron Man used the Time Gem to "rewind" Hawkeye's quiver until it was filled with arrows once more, and Hawkeye repeated his shooting spree anew.

But there were so many Ultron Sentries surrounding the Helicarriers and the Avengers, that nearly all of their efforts were spent combating them, and not their master. Aware of this, Ms. Marvel and Iron Man used their gems to change the setting yet again, this time to a possible future for Earth 763 where Earth has been left behind by humanity, and Mars is terraformed. It was on the latter that the fight resumed, this time with most of the Ultron Sentries having not been brought along.

As the SHIELD Helicarriers swiftly blasted the remaining Ultron Sentries into scrap, Ultron fired out an energy blast at one helicarrier that Iron Man stopped by "rewinding it" to before Ultron fired it. Ms. Marvel then rammed into him before he could, and moved before Ultron could blast her back. Using the Space Gem, she teleported from place to place, delivering a punch each time she reappeared before vanishing again. As this was happening, Vision flew through Ultron, attempting to grab two of the Infinity Gems in his chassis...only to be blasted back with impunity and being sent through dozens of tress on the terraformed jungle the battle was taking place over.

"Reality Gem plus Power Gem lets me affect even the intangible." Ultron said smugly.

But as Ultron said this he took another punch to the head from Ms. Marvel and spun back around to strike at her, only for her to narrowly duck.

"That's it, Carol. Keep stalling him..." Iron Man muttered as he obliterated several Ultron Sentries flying towards him with a flurry of mini-rockets fired from the shoulders. Using the Time Gem again, Iron Man sent everyone back to the present, this time with even fewer Ultron Sentries remaining. Using the Space Gem, Ms. Marvel then sent everyone from the now barren Mars to a wide-open plain somewhere in Europe. Once there, her teleporting began anew. 5923 Invisible Woman, who until that point had been fighting off Ultron Sentries with the rest, created a force-field around Ultron to trap him. Undeterred, he began blasting at the force-field. He instantly shattered it...so Invisible Woman created a new one, this one stronger than the last. Ultron destroyed it too. So Invisible Woman created a third. Just this process was enough to slow him down, and that was what Morgaine le Fay needed.

"Keep him still..." the sorceress said as she watched the battle unfold, all the while trying to concentrate her magic on the Infinity Gems that resided inside Ultron. Unfortunately, while Ms. Marvel's teleporting kept the android relatively contained, he was still mobile enough, plus far enough away, that Morgaine simply wasn't getting a "lock" on the gems with her magic.

"I need to get closer to him." Morgaine told The Captain. He's still too far away."

"If I move us close enough, Ultron will shoot us down." The Captain pointed out.

"Not if there's a distraction. Tell the other vessels to fire on him. All at once." When The Captain hesitated, Morgaine frowned and said. "I _need_ to get closer, or I can't call the gems inside him to me, and then the battle is lost."

The Captain's expression was grim, but he nevertheless nodded his consent and radioed the other Helicarriers to open fire on Ultron. All the while, he knew he risked condemning those other Helicarriers, and those would be a lot of good men and women's deaths on his conscience.

 _Can only hope this plan works..._

 _2005_

 _"Everyone get close to me!" Scarlet Witch ordered, as she did conjuring a magical bubble to protect herself from the spreading contagion. Black Widow quickly fled to her side, as did Captain America carrying the injured Hawkeye fireman style. But as the bubble enveloped them, Ultron opened fire on it._

 _"I think not, Avengers. I won't let you escape this. I won't let anyone escape this. Humanity's destruction will be total."_

 _However, as Ultron said this, Vision flew into him from behind, ramming into him and engaging his creator in a grapple._

 _"Your resistance is just as pointless as theirs." Ultron growled to Vision as they continued to struggle against one another's efforts. "Even if you destroy the device, the contagion is already spreading. At this rate, fast enough to infect the nearby towns. And that will be all it takes. The infected will do the rest on their own."_

 _"Unless someone happened to bring a cure for those cities." Came a familiar cocky voice. Looking up, Ultron saw Iron Man flying in, now with an apparatus attached to his armor that contained the antidote to the contagion he'd synthesized with Mockingbird's help._

 _"No!" Ultron turned to his remaining Sentries. "Ignore the other Avengers! Kill Iron Man!"_

 _The Sentries obeyed, but Iron Man was unfazed and just flew off in the direction of one of the nearby towns. As he and the Sentries grew more distant in the sky, Vision went intangible to end his grapple with Ultron and then flew to where the now defenseless contagion-emitter was. Ultron pursued, but he was too late. Going solid, Vision flew through the device as hard and fast as he could, pulverizing the entire thing and reducing it to smoking scrap metal that went off in all directions._

 _As Vision emerged though, Ultron flew towards him, and without a second's hesitation, drove his fist through Vision's now exposed chest._

 _Sparks emitted from the brutal wound, and Vision looked at his creator blankly. Letting out the closest sound to a snarl that he was capable of, Ultron charged up an energy blast in his maw, and fired it out at Vision's head._

 _As the four Avengers behind Scarlet Witch's force-field looked on in horror, Ultron threw Vision's now headless body to the ground and stared them down._

 _"My creation may have destroyed my device, but you can't cure everyone in the cities infected, so it makes no difference!"_

 _"You forget; Iron Man has the cure."_

 _"Oh, I haven't forgotten. I'm killing **him** next."_

 _Present Day_

A barrage of artillery from three different directions came at Ultron. As was the case before, Ultron just took it all, but as planned, this kept him distracted from Valiant 1, which inched closer and closer to where he was.

"Keep going!" Morgaine le Fay urged. "Just a bit...closer..."

Indeed, Morgaine was able to "feel" the presence of the gems with her magic much more acutely now, and urged herself to get a good enough "lock" on them that she could finally teleport them right out of Ultron's chest and de-power the villain at last.

Then, all at once, Morgaine le Fay realized that a green gem now lay in her hands. Beaming with pride, she turned to the Captain. "It worked! I got one of the gems out of him!"

Ultron too, was aware that the Soul Gem was now missing. Enraged, Ultron unleashed a burst of red energy just as Ms. Marvel reappeared from another teleport. Blasting her back, Ultron surged towards her. She teleported away, but he caught her when she reappeared. Grabbing her wrist, he applied pressure, forcing her to drop the Space Gem, which plummeted to the earth.

"Since I need a new Infinity Gem, I'll just take yours."

Letting Ms. Marvel go, Ultron flew down to snatch the Space Gem. Iron Man and Vision flew in to intercept him, and Ultron fired energy blasts from both of his hands to keep them busy. But, as he got in close...a web-line stuck to the Space Gem and pulled it away.

"Too slow, tin-man."

Looking up, Ultron, Iron Man, and Vision saw Spider-Man on the lowered ramp of a jet of Wakandan design. And with him were his recent wife Black Cat, the jet's owner Black Panther, Bruce Banner, and the new Ant Man who had recruited them all.

"Call it a cliche, but the cavalry just arrived."

" ** _Die!_** " Ultron shouted, firing a red energy blast. But the jet narrowly moved out of the way, before flying back up to Valiant 1. Ultron tried to pursue, but Iron Man, Vision, and Ms. Marvel all converged on him to keep him busy. Upon landing on Valiant 1's landing bay, the Wakandan jet lowered it's ramp and out came the reinforcement heroes. For his part, Bruce Banner took a look around, breathed in deeply...and promptly walked over the edge of the helicarrier and jumped off.

"Is he insane!?" Ant-Man wondered aloud.

"Trust me, Mr. Lang, Doctor Banner knows what he's doing." Black Panther said simply.

Sure enough, Bruce Banner's over 10,000 foot drop was in no way fatal. For it was not Bruce Banner who hit the ground. It was the Hulk.

With a roar, Hulk leaped into the air, ramming into Ultron as he was fending off Ms. Marvel, Vision, and Iron Man and slamming him into the ground so hard it made a crater. Undeterred, Ultron fired a thermonuclear energy blast from his mouth, searing Hulk's face and prompting the jade giant to clutch his face and backpedal. His body rapidly repairing the damage, Hulk roared and charged at Ultron again, who flew into the air and away from his foes.

Meanwhile, on Valiant 1, the new arrivals went to the bridge to meet The Captain.

"It's good to see you again, old friend."

"And you as well, Captain." Black Panther said, shaking his hand. As this happened, The Captain looked at the others in turn.

"I thought you two were on your honeymoon."

"Yeah, and the Sinister Six kind of ruined it." Black Cat said with a smile.

"We were in Wakanda at the time." Spider-Man elaborated. "They were trying to steal vibranium as part of Otto's plan, and Panther helped us stop them. When this new Ant-Man came to recruit him against Ultron, we decided to tag along."

"Most crazy honeymoon ever." Black Cat added with a smile that matched the sarcastic deadpan in her tone.

"Well, the more of us the better." The Captain said. "Ultron still has two Infinity Gems. We have a sorceress with us who's trying to teleport the other two gems out of him, but..."

"Wait a minute..." Spider-Man said, cutting The Captain off. "...you're trying to get Infinity Gems _out_ of Ultron?"

The Captain nodded. "Yes. He's storing them inside his chassis. Vision tried phasing through him to grab them, but with the Infinity Gems he can just blast Vision away. Hence why Morgaine le Fay is trying to teleport them out. But if Ultron doesn't stand still and we're not close enough to him, she can't focus on the gems enough to summon them to her."

"Then I propose a new stratagem." Black Panther said. He turned to Ant-Man: "How good are you at using that suit you've been given?"

"I know what I'm doing." Ant-Man II said, giving no ground.

"Good, because I propose that Ant-Man uses his shrinking to go inside Ultron and steal the Infinity Gems he has."

"I'd need to get inside...if there's no openings in his body, it won't work."

"Ah, but we have the Soul Gem." The Captain said, a realization dawning on him. "Tony told me about what each of the gems can do before he left. Apparently, the Soul Gem doesn't just control the soul; it also has access to a pocket dimension. Using the Soul Gem, Ant-Man could enter the pocket dimension, and then re-enter our dimension...inside Ultron."

"And then I take the gems from him!" Ant-Man said, catching on. "Great idea..."

Everyone inside was interrupted when the roof was suddenly blasted away, sending down a rain of rubble that crushed a few unlucky SHIELD personnel who were right underneath. Floating in through the opening, was Ultron.

"You all have something I want."


	9. Chapter 8: Finale Part II

_2005_

 _Flying over the first of the three towns, Iron Man could see that Ultron's contagion was indeed already starting to take effect. In fact, some people were already dead. Others would die in mere moments more. No matter how fast Iron Man dispersed the cure, many's fates had already been sealed._

 _Ultron's got a lot to answer for. Iron Man thought darkly before activating the chemical dispenser. As he continued to fly, the antidote followed him in a trail almost like what jets leave behind as they fly through the air, or perhaps the brilliant silver tail of a comet in space. Whatever the comparison, the antidote Iron Man let out came down like a blue-green haze. And, the signs of illness, the scarring, the horribly pronounced black veins on the skin, all of it vanished as if like magic._

 _Looking over his shoulder, Iron Man could see Ultron and his sentries flying in after him. Doing what he could to dodge the hailstorm of plasma shots that followed, Iron Man kept up his flight, rapidly zooming over the whole of the city to spread his antidote._

 _"Stop him!" Ultron roared, but Iron Man continued to dodge most of the shots, and the ones that connected his armor weathered. He had finished spreading the cure to the first town before a lucky plasma shot managed to hit the antidote dispenser attached to Iron Man's armor. Next thing Stark knew, the whole thing fell apart, the entirety of the antidote dousing the people it was above, but that was only a small part of the second town's population, and the third town hadn't been touched at all._

 _"No!"_

 _"It's over, Stark!" Ultron bellowed before firing energy blasts at Iron Man to send him through a house and into the ground. "...and you've lost!"_

 _Present Day_

"Die, die, _**die!**_ " Ultron shouted while firing off a blinding hail of crimson beams that each went off in a different direction, so many that they became almost a haze of red. Spider-Man, Black Cat, Black Panther, and The Captain all dodged out of the way of the shots that went in their directions, while Ant-Man shrunk to avoid them and Morgaine le Fay created a mystic shield to defend herself. Most of the SHIELD personnel on the bridge though were not so fortunate. Any red beam that found a target in a SHIELD operative was instantly fatal.

Making his way to Morgaine le Fay and climbing up onto her shoulder, Ant-Man whispered to her: "Any idea how to use that gem? Because I'm thinking we should do what The Captain said."

"Agreed." Morgaine said with a nod, before a blast from Ultron obliterated her mystic barrier and sent her flying backwards. The Soul Gem went flying out of her hands. Rapidly growing, Ant-Man caught it. Ultron rocketed towards him, but Ant-Man shrunk in time to dodge him. By that point, Ms. Marvel and Vision flew in, both ramming into Ultron.

"Where's Tony?" The Captain wondered aloud, just as Ultron sent Vision flying back with a hit.

"Ultron completely fried his armor." Ms. Marvel said, herself narrowly dodging a blast from Ultron. Deciding to lead the android away from Ant-Man and the Soul Gem, The Captain silently motioned for Ms. Marvel and Vision to get him outside onto Valiant 1's helipad. They did so, Ultron's obsession with getting the gems _they_ held momentarily distracting him from Ant-Man. As they led him out onto the helipad in a sustained aerial chase, Spider-Man web-zipped through the opening Ultron made to get onto the helipad himself, and took The Captain with him. Using her grapple-claw, Black Cat did the same with herself and Black Panther. They were all greeted by Hawkeye.

"Nice to see you two getting in on the action, finally." Hawkeye said as he fired his last arrow (again). Using the Time Gem she'd taken from Iron Man, Ms. Marvel rewound his quiver until it was filled with arrows again, before tossing it to The Captain.

"Present from Tony." She quipped before getting blasted back again by Ultron. That blast was one too many, and she lay still.

"Those gems belong to me. _All_ of them. I'm the only one worthy of their power."

"Well _that's_ an interesting assessment." Spider-Man said in a deadpan.

" _Silence!_ " Ultron snapped. "It's time to get rid of you all, and claim my prizes."

His photoreceptors and maw glowing yellow, Ultron summoned a new row of Ultron Elites. But then, he changed his mind. "No, no, no...I can do better than that..."

His photoreceptors and maw glowed yellow yet again, and before the heroes' eyes, each of the Ultron Elites changed. They still looked mostly like the other Ultron Sentries, but now each one's appearance was unique; one was blue with bits of red, though the bladed fins remained silver. There was a white "A" on it's forehead, and it's maw and photoreceptors red contrasted against it's blue head. Over one hand it had a familiar red and white shield with blue circular center and white star.

The second had a more "feminine" body shape, and was in all red and pink, including a red variant of the standard Ultron Elite's head with pink maw and photoreceptors. It also had a red cape, and seemed to channel red energy through it's hands. The third was in various shades of purple and sported a quiver of metal arrows and a compound bow. The fourth was also feminine in body type, but was all black, save red maw and photoreceptors, golden devices over the wrists, and a red hourglass symbol in the center of the waist. This one, oddly, had firearms in both hands.

The fifth also was black, but it's body type was not feminine, and it had razor-sharp claws plus a black cape and some silver designs juxtaposed against the black. The sixth and final one was mostly dark blue, but with red circles lining the torso, plus silver feet, lower legs, and arms and hands. It boasted also a red cape, a winged helmet fused with it's standard Ultron head, and most noteworthy of all, a hammer that crackled with electricity.

"You see before you your successors in my world. Meet the _Iron Avengers_."

 _2005_

 _Iron Man staggered to his feet, only for Ultron to blast him right back down again._

 _"Don't bother getting up, Stark. You've **lost** this fight. You have **failed** this city, I'm afraid. And the rest of the world besides."_

 _A flash of red later, and suddenly, the dispensed cure was mostly collected in a red sphere of magical energy._

 _"What!?"_

 _Both Ultron and Iron Man turned to see Scarlet Witch there, red gloved hands raised in a summoning posture and a strained smile on her face._

 _"Shouldn't have sent so many of your minions after Stark, Ultron. It took enough pressure off of me to teleport myself here."_

 _"It doesn't matter! You may have the rest of the cure in that bubble, but there's nothing you can do with it!"_

 _"That's where you're wrong..." She turned to Iron Man: "Stall him!"_

 _"Kill her!" Ultron shouted at his sentries, who flew in, only for one to suddenly begin blasting away at the others. Ultron's surprise at this lasted only a moment before he realized what was going on._

 _"Vision. So you jumped into one of my Sentries' bodies, eh? No matter."_

 _Ultron obliterated the hi-hacked Sentry with a single blast, but then another Sentry fired a blast at Ultron in turn, Vision having once again uploaded himself into a new body._

 _As this was happening, Scarlet Witch mumbled an incantation the likes of which she had done previously, but never on such a scale. As she tried to will herself to push it (and herself), further than what she was used to, blood began to trickle down out of her nose and slide down her chin. But still she kept at it._

 _Her eyes glowed red, and Scarlet Witch screamed. There was a flash of red so bright, brilliant, and widespread it temporarily blinded everyone present, both man and machine. When it dissipated, the streets were suddenly clogged with far, far more people._

 _And then Scarlet Witch dispersed the cure she had inside the red bubble, spreading it out across the entire town that no contained both it's population...and it's neighbor's._

 _"What have you done!?" Ultron bellowed._

 _But Scarlet Witch couldn't answer him. Instead, she fell backwards and lost consciousness._

 _Present Day_

"Avengers, Assemble!" Shouted both The Captain and "Iron Captain America", and then the two sides went at it. True to the style of the man it imitated, Iron Captain America hurled it's duplicate of the iconic shield, aiming it at the real Steve Roger's neck. He ducked under the shield, caught it, and hurled it back. Hoping it would take off the counterfeit's head and end the fight immediately, The Captain was disappointed to see Iron Captain America catch it effortlessly with one hand.

"I know your entire fighting style, Captain Rogers." Iron Captain America said coldly. "I know your every move. My databanks contain all the fighting styles you yourself know."

Iron Captain America was cut off when Spider-Man kicked it in the head, sending it flying backwards. "Maybe, but you lack the real deal's charm."

Iron Captain America recovered quickly and hurled it's shield with such precision it sliced Spider-Man's web-line, but Spider-Man quickly fired out another one, as he did dodging the electrical blasts fired out by Iron Thor's hammer.

Meanwhile, the other heroes each fought one of the Iron Avengers. Iron Scarlet Witch fired out it's red blasts, but Black Panther and Black Cat both cartwheeled out of the way. The latter soon came under fire from the counterfeit Hawkeye, which shot out arrow after arrow at a speed no ordinary human could match. But Black Cat still side-stepped out of the way of each arrow as it came. Seeing this, Iron Hawkeye opted to fire two arrows at once, but Black Cat caught them both and tossed them to the side. Iron Hawkeye took a minute to analyze Black Cat before saying: Target unknown. We have not yet met." The Iron Avenger spun it's bow about. "I am Iron Hawkeye."

"I don't care." Black Cat said simply before lunging forwards. The android doppelganger swung it's bow, but Black Cat had anticipated that and dodged as needed. The machine spun around quickly to try and get Black Cat in a head-lock, but she avoided that too before slashing at it's head. It dodged her attack and moved in with another swing of it's bow, but Black Cat leaped over that one, as always landing gracefully on high-heeled feet. Drawing more arrows, Iron Hawkeye fired them out at a rapid speed, again faster than any ordinary bowman could.

 _Just like the real Hawkeye..._ Black Cat thought as she narrowly evaded three arrows fired at once before closing in again. For his part, the _real_ Hawkeye was engaged in a shootout with Iron Widow, using cover when and where he could and outright shooting the android's bullets out of the air when he couldn't.

"Never bring a bow to a gunfight, they say." Hawkeye said sarcastically as he managed to shoot another of Iron Widow's bullets out of the air. Getting in close, he swung down hard with his bow, but Iron Widow dropped one of it's pistols and caught it, and with a single kick sent Hawkeye flying through the air and tumbling along the ground. Fortunately, he stopped about five feet away from the edge of the helicarrier.

Taking aim with it's remaining handgun, Iron Widow prepared to shoot Hawkeye before Spider-Man fired a web-line at the gun and yanked it away. Seeing his opening, Hawkeye bull-rushed, but Iron Widow kicked him back again. He got up and tried to throw a punch, but as his knuckles hit the side of the android's head, he cried out in pain from the ineffective blow. Iron Widow then back-handed him hard enough to send him right over the edge of the helicarrier. Fortunately, Hawkeye was able to fire a grapple-arrow at the side of the helicarrier.

As Iron Widow advanced though, a burst of magical energy obliterated it's head. Getting back up to the helipad, Hawkeye kicked the now-headless machine back, and turned to see that Morgaine le Fay had arrived, and was now exchanging projectiles with Iron Witch. By this time, Vision had engaged in a grapple with Iron Thor, matching and even surpassing the android's strength until Iron Thor used it's hammer to electrify Vision. As he fell, Iron Thor attempted to bring it's hammer down on him in full, but Black Panther raced towards the two and took the blow.

The shockwave of the blow sent Black Panther flying backwards. Smoke emanated from his body, and for a moment, it seemed that the King of Wakanda had been felled. But then, slowly, Black Panther rose. He staggered, steadied himself, and stared Iron Thor down. "Clearly...yours is not the true Mjolnir."

Without a single word of reply, Iron Thor aimed it's hammer at Black Panther, but the lightning blast it fired out was met by Vision's forehead beam, the two colliding in a brilliant display that saw the two attacks cancel each-other out. As this happened, Black Cat finally sliced Iron Hawkeye's bow into pieces with a well-aimed claw-swipe. Whirling around in a graceful spin, she delivered another claw-swipe that sliced through Iron Hawkeye's titanium neck. A high kick took the head off in full, and also launched it several feet into the air.

She _almost_ didn't move in time to dodge Iron Panther's claw slash. Even so, Black Cat couldn't keep the claws from cutting part of her catsuit. She screamed in pain, and could feel the blood seep out of the cuts on her back. Seeing this, Spider-Man swung in, double-kicking Iron Panther hard enough to send it right up to the edge of the helicarrier. Some well aimed vibranium throwing daggers from the genuine article embedded themselves in Iron Panther's torso and head, and the counterfeit fell backwards right over the edge of the helicarrier.

 _"Never_ mess with my wife." Spider-Man said simply before rushing to Black Cat's side. As he did, she grumbled: "Damn. Now I'm gonna have to get this suit fixed again."

Iron Witch exploding in a shower of shrapnel that left only the red cape intact signaled Morgaine le Fay's victory over the fake Wanda Maximoff. Simultaneously, The Captain finally got the upper hand over Iron Captain America, grabbing it's shield arm and ripping it off. Grabbing the discarded shield, The Captain gave the now one-armed android a pummeling before decapitating it with it's own shield. As the headless body fell to the floor, The Captain noted: "I really _have_ missed this old thing."

 _2005_

 _As Scarlet Witch's actions sunk in, Ultron let out a shrieking electronic wail before speeding towards Scarlet Witch's unconscious body. Iron Man tried to come between them, but so great was Ultron's rage that he swatted him away with one blow. He then grabbed Scarlet Witch with one hand and lifted her up._ _A moment more, and Ultron would have snapped her neck. But in that instant, Vision abandoned the Ultron Sentry he had then been in and uploaded his consciousness yet again...this time in **Ultron's** body._

 _"What are you doing!?" Ultron demanded, seemingly to no one in particular. The response also came out of his mouth, which was more than a little confusing to everyone watching._

 _"Let her go."_

 _"No! She ruined my plans for this world! I **won't** let that stand!"_

 _"Let her go, or I will occupy this body forever."_

 _"I'll delete every last scrap of your programming before I let that happen!"_

 _"And I shall do the same to you. We will destroy each-other, and all that will be left will be an empty shell. Is that what you want? Because I will do it if it means stopping you."_

 _"You bluff. You can't delete me."_

 _"Care to test that?"_

 _Ultron let out another electronic wail, this one more of a squealing one as he realized Vision was indeed demolishing his fire-walls as though they were mid-20th century hardware. Panicking, Ultron began making efforts to demolish Vision's firewalls in turn, but for each one **he** deleted, Vision deleted one or two of his._

 _"You will not win this fight, Ultron. Either we both live, or we both die."_

 _Ultron stepped up his efforts to get past all of Vision's firewalls so he could start destroying the actual data, but Vision merely doubled his own efforts in turn. Finally, as all but their final fire walls were lost, Ultron was forced to concede defeat._

 _"Alright, alright! You win!" Ultron let Scarlet Witch go, the red-clad Avenger dropping to the floor. Satisfied, but wanting to make sure Ultron didn't try again, Vision asked him: "I take it you already have a new body prepared?"_

 _"I do..."_

 _"Good." Vision exited Ultron's body and re-entered a still intact Ultron Sentry. "Now, Iron Man!"_

 _A barrage of missiles, repulsor blasts, and the uni-beam for good measure all were sent Ultron's way. To his horror, the android realized that Vision had compromised his body's defense systems while occupying it, the moment before the totality of Iron Man's attack reduced said body to slag._

 _"Nicely played, Vision." Iron Man admitted. "Ultron's finished."_

 _Vision shook his head. "No, not finished, I'm afraid. He told me himself; he already has a new body being built. It's only a matter of time before Ultron shows himself again..."_

 _Present Day_

As his Iron Avengers were being destroyed, Ultron took the time to scan for the location of the Infinity Gems. He knew The Captain and the Vision had (respectively), the Time and Mind Gems, and the Space Gem remained in Ms. Marvel's gloved hand even after he'd knocked her out. And the Soul Gem was on the move, apparently in Ant Man's possession.

 _Well, no point in making it hard for myself. I'll get the Space Gem first. Then kill The Captain for his. Then I'll worry about the other two._

But as Ultron flew in to grab the Space Gem, a small figure flew in and grabbed it first. Growing to his full size, Ultron wasn't at all surprised by who it was.

"Father. How did you get here?"

"Followed my protege when he went to Wakanda to get T'Challa's help. And they led me right to you."

"And now I take it you're planning to stop me?" Ultron's tone dripped with derisiveness, so much so that it would be just as palpable if he was flesh and blood instead of circuits and steel. " _Please._ Even with the Space Gem, you're no match for me as I am now, and we both know it."

"I didn't come here to fight you." Yellowjacket said evenly. "I came here to apologize."

Now, per being a highly intelligent android who's computer brain was sufficiently advanced it put every other computer system on Earth save Vision's to shame, Ultron was known for calculating possibilities and planning ahead. He considered different outcomes, estimated probability of success and failure, that sort of thing.

Well, in all of his projections, for all of his predictions of what would and would not most likely happen, he had not been planning on a _mea culpa_ from his hated "father".

"Excuse me?"

"You heard me, Ultron. I came here to apologize."

There was a pause for a moment. All around them, the battle between SHIELD forces and Ultron Sentries continued to rage, and behind Ultron, the last of his Iron Avengers had just been destroyed; Iron Captain America was decapitated by it's own shield and then Vision working in conjunction with Hawkeye's explosive arrows and Black Panther's explosive projectiles finally bring down Iron Thor, who's smoking husk plummeted to the helipad, still-intact hammer falling out of it's hand. Seeing Ultron just standing there, and now facing Yellowjacket, the other heroes were briefly taken aback. As they moved forwards, Ultron said: "Take one more step and I send another wave of the Iron Avengers your way. I want to hear what 'daddy' here has to say." He looked right at Yellowjacket. "Let's hear it then. Your big 'apology'. I'm just _brimming_ with anticipation."

"I'm sorry for what you saw of me. I'm sorry for what I did to Janet. I've been sorry for that every day of my life. And I'm sorry for what seeing it did to you."

"Don't sell yourself short, _dad_." Ultron replied harshly. "What you did to mother opened my eyes. You showed to me the true nature of humanity. You showed me what lurks inside everyone's heart. So now I do what's best for Earth. The elimination of it's worst species."

"Ultron, I've been a failure for most of my life. What I did to Janet and what it turned you into is my biggest one of all. And for the longest time I didn't want to take responsibility for it. I just blamed everyone _but_ myself. You included. But, over the years, I've finally accepted how wrong that was. How wrong _I_ was. I was _wrong._ I admit that now. I admit that what I did to you, to Janet, to everyone...it was all wrong. It's all my fault. But don't punish anyone else. Punish me."

Again, there was silence between them. The sounds of battle continued to fill the air, destroyed Ultron Sentries continued to fall from the skies like burning, smoking rain while others were continued to trade fire with the helicarrier's weapons. For a good while, these were the only sounds. But then, Ultron said: "Punish you, huh? Fine by me."

A searing red beam of energy burst out of Ultron's palm and lanced through Yellowjacket's torso. He gasped in pain, which was followed by cries of shock and horror from the watching heroes. For a moment, Yellowjacket just stood there, taking the fatal blow. But then, he looked up at his creation, looked at him hard in his metal face, and on his own, there was only sadness. And acceptance.

Raising a hand, Yellowjacket put it on Ultron's shoulder, and the look on his face became a weak smile. Then, with the last of his strength, he threw the Space Gem to the heroes behind him and Ultron, Black Panther being the one to catch it. A moment later, Yellowjacket's smile was gone. And so was Yellowjacket.

"Happy now?"

Ultron turned to face The Captain, who had asked the question. "Are you so blind? He _wanted_ to die. Why else do you think he didn't try to fight back? He wanted it. So I gave it to him. Just as I'll give it to you."

Photoreceptors and maw glowing red, Ultron unleashed another blinding hailstorm of red beams, the scarlet lances each shooting off in a different direction. Vision took several but was durable enough to weather them. Black Panther, Black Cat, Spider-Man, and The Captain all dodged them, but all but Spider-Man suffered close calls and light grazes from a few near-misses.

Ultron's attack didn't last _too_ long though, because all of a sudden, the red in his photoreceptors winked out, and his energy beams ceased.

"What!? What's going on!? The Power Gem, why isn't it...?"

Next thing Ultron knew, a rapidly growing figure in a black and red costume with distinctive helmet burst out of his torso, growing to the point that his entire mid-section was pulverized. Ultron's upper torso and head fell backwards and his legs forwards as out came Ant-Man, now clutching the Soul Gem in one gloved hand, and the Power and Reality Gems in the other. Looking behind him, he saw Ultron's bi-sected form, and broke into a grin.

"Well, whaddya know. It worked! It actually worked!" He turned to the others: "He's all yours."

Nodding, Vision held out his hands and took the other Infinity Gems from Ant-Man. Now having three of them in each of his hands, Vision called on all of their power at once as he stared his creator and one-time master down. "It's over, Ultron. For good, this time. You've ended enough lives."

What was left of Ultron's torso emitted sparks violently, and he could only barely move his head as he looked up at Vision and Ant-Man. "I'll...just...re-upload into a new body...will...never end."

"Not so. With all six gems I am already forcing your consciousness to remain where it is. And I will not release you. There will be no escaping to a new body this time, Ultron."

"They'll destroy this planet one day..."

"No, they won't. Not so long as I'm around. That's my promise to you...father."

And with one flash of light that came in all six colors of the Infinity Gems, Ultron was no more.

 _2005_

 _Suffice to say, it proved a messy job getting the entire population of one town back into said town after Scarlet Witch's mass teleportation spell. But, with SHIELD and local authorities overseeing it, eventually everyone from the third town was back where they belonged, and thanks to Scarlet Witch's efforts, Mockingbird's cure had been spread to everyone, and Ultron's contagion halted._

 _It was about a week later that the Avengers officially and formally inducted their newest member, now in his rebuilt green body._

 _"Good to have you on the team, Vision." Iron Man said, shaking the android's hand._

 _"I agree." Captain America said. "You may have started out on Ultron's side, but you came through for all of us in the end. We couldn't have stopped Ultron without you."_

 _Vision nodded in gratitude. "Thank you, Captain Rogers. It is good to be accepted into your ranks. I shall do my very best to serve the Avengers effectively."_

 _"Oh, I don't think any of us are worried about that." Iron Man said, smiling behind his helmet._

 _"And **I** for one am glad to be back in the field." Mockingbird said, now in an identical copy of her destroyed costume and indeed back on her feet, though she did sway and had to grip onto a stair rail to support herself._

 _"I still think you should be resting..." Captain America said._

 _"And **I** think you should let me worry about myself." Mockingbird said, though her tight smile and the tone in her voice suggested more playful defiance than anger. Catching onto this, Captain America smiled and shook his head. Also present were Hawkeye, Black Widow, and Scarlet Witch, who was since recovered from her earlier taxing herself in South America._

 _"So what now?" Scarlet Witch asked. "What do we do about Ultron if he's still out there? And for that matter, what do we do about his creator?"_

 _"Hank remains expelled from the Avengers." Iron Man said. "And after this little fiasco, Cap and I agree that he's not to be allowed back on."_

 _"It doesn't seem like he **wants** to return at this point." Captain America added. "Whether it's pride or shame, I don't know. I also don't care. He's no longer welcome in this tower."_

 _"Good riddance." Hawkeye said. "I still can't believe he's not in **jail.** "_

 _"There remains the possibility that he will be found accountable for Ultron's actions." Captain America said. "If and when that time comes, we may be forced to move against him if he doesn't go quietly."_

 _"Good. I was hoping to get to punch him in the face again."_

 _"Clint..." Mockingbird said._

 _"Do not judge Mr. Pym too harshly, Mr. Barton." Vision said. "He had no way of knowing Ultron would do what he did. And, while I do not condone either's behavior or actions, I would like to remind everyone that, without Ultron, I myself would not exist. So there is perhaps one good thing to come out of this."_

 _Scarlet Witch smiled. "Optimistic. I like that."_

 _"Guess every team needs one." Hawkeye noted in a cynical deadpan before adding: "...of course, I always thought that was Cap's job."_

 _"Doesn't hurt to have more than one idealist." Captain America noted with a smile, unfazed by Hawkeye's verbal jab._

 _"There's also Ultron to worry about." Scarlet Witch noted. "Again, what do we do when he shows up again?"_

 _Captain America put a hand on her shoulder. "We'll worry about that when it happens, Wanda. For now, I think we should take the time to enjoy our victory and take some time off."_

 _"R and R?" Iron Man asked aloud. "Sounds like a plan. I for one suggest Miami."_

 _Present Day_

"It's over." Vision said simply as he turned to regard the other superheroes. Indeed, with one gesture Vision had not only eliminated Ultron, but now all of his Sentries as well. And, interestingly, the Infinity Gems were no longer in his hands.

"The Gems, where...?"

"Sent to the reality we last were in, as our agreed upon payment to Doom. All except the Reality Gem, which I sent to a responsible guardian not on Earth. They are now safely out of the hands of anyone on Earth."

"And Ultron? He's been destroyed then?"

"Yes...and no. The truth is, Captain Rogers, for everything Ultron did, he was still my creator. I'm afraid I did not have the heart to terminate him. So instead I...'changed' him. He is no longer Ultron as we all know him, but something...'different'."

"Then where is he?"

Vision smiled. "He's where he always wanted to be; a world without humans. A world at peace."

"Good to know..." Came a weak voice. Turning to the source, everyone saw that Hawkeye was standing there, a puddle of red forming beneath him and his bow having been dropped onto the floor.

"Clint!" The Captain cried out, rushing to his side and catching him as he staggered and collapsed.

"One of Ultron's beams. Wasn't able to move...in time..."

"Don't worry, Clint, we'll get you help..."

Hawkeye shook his head. "No good, Steve. Went right through me. Lost...too much blood already. Damn thing was worse than a bullet."

"Don't say that, Clint. There's still time."

"No. No there isn't." Hawkeye made a weak smile and pulled off his mask before letting it fall to the floor. "This is the end of the road for me, Steve. It's been...a hell of a ride..." He coughed up blood before finishing: "...tell Barnes...to take care of the Avengers. Take care of them for me. He's a good Cap, Steve. You made...a good choice."

And, with one final gasp, Hawkeye's time with the Avengers ended for good.

 _One Week Later_

As upsetting as Hawkeye and Yellowjacket's deaths had been, there had ultimately been no time to mourn; conscious of the promise they'd made to Morgaine le Fay, the Avengers agreed to go back to her Earth to deal with the threat of Dormammu after just a brief period to catch their breath. Mercifully, Earth 2085's Dormammu was nowhere near as powerful as Earth 763's, and the combined firepower of Morgaine le Fay, Iron Man, Ms. Marvel, Vision, and the rest of the Avengers was enough to put him down in short order. In addition to that, Invisible Woman of Earth 5923 was sent back to her native reality, and with Vision having sent all of the Infinity Gems there save the Reality Gem, Doctor Doom was content that the Avengers had kept their end of the bargain.

Hawkeye and Yellowjacket were both laid to rest in the same cemetery where Black Knight and Mockingbird were buried. The memorial statue that already featured those two plus the late Captain Mar-Vell was scheduled to add the pair's likenesses to it, ensuring that they would be similarly immortalized alongside the other three fallen Avengers in stone.

For his part, James Buchanan Barnes just stared at the Hawkeye costume and arsenal, which were now framed in a glass case, with Black Knight's armor and Ebony Blade on one side of it, and Mockingbird's costume and clubs on the other side.

"I failed."

"Clint's death wasn't your fault, Bucky." The Captain walked up to his old friend, standing next to him. "There's nothing you could have done."

"Maybe not, but... _you_ led the Avengers for years without losing anyone. I've been Captain America for less than two and already a founding member of the team's gone."

"Again, that wasn't your fault, Bucky." The Captain put his hand on Bucky's shoulder. "I stand by my choice to make you my successor. There's no other man I think is better for the job, not even Sam. And for what it's worth, Clint supported my decision. To the very end."

Bucky hung his head low. "Thanks, Steve. But still. I'm used to death at this point, but...it's different when you're in charge. When it's someone _following_ you who dies. You still feel like it's on you."

"I felt that every time I lost someone under me during the war. Every time. And usually, it wasn't something I could have stopped, no matter what I had chosen to do or not do. And all I could do about that was make my peace with it, and move on."

"That simple, huh?"

"Hardly. It takes time, Buck. But, eventually, you integrate it into your life. Doesn't happen overnight, but it _does_ happen, if you let it."

Bucky smiled. "Thanks, Steve."

"Don't mention it. I'm always here for you, Buck. No matter what costume I'm wearing."

It was the next day that Bucky Barnes, his confidence restored, returned to the Avenger's meeting room back in costume and with the signature shield still worn over his arm. And with him where the familiar faces of Iron Man (now in a new and upgraded suit of armor), Vision, Tigra, Luke Cage, Ms. Marvel, and, replacing the late Hawkeye, Scott Yang as the new Ant-Man. Plus, some old faces having at last returned.

"I must say, it is good to be an Avenger again." Black Panther said as he sat once again in the chair that was reserved for him and had been left vacant whenever he was not on the team.

"I second that." Bruce Banner said with a nod. "Hopefully I'll be sticking around longer this time."

"And it's good to have both of you back." Captain America said with a smile before turning to Ant-Man, who's helmet at the moment rested on the table in front of him. "And it's good to have you on the team as well, Mr. Yang. After the way you helped bring down Ultron, you've more than earned a place on this team."

Scott nodded his appreciation. "Thanks, Cap. It's good to be here. Beats prison and being a janitor any day."

"Well, I'm glad we made _that_ low bar." Ms. Marvel deadpanned before adding: "I assume you didn't just call us all here for a social gathering. Otherwise, I would have worn something else."

Captain America shook his head. "No. Mr. Fantastic of the Fantastic Four reported a breach in the Negative Zone above the North China Sea. He thinks it might be another invasion attempt by Annihilus."

"Great." Ms. Marvel said sarcastically before shaking her head. "Doesn't the bug man _ever_ learn?"

"Apparently not." Captain America said. "You know the drill; Avengers, Assemble!"

 _Epilogue_

In a peaceful green meadow, one that had no sign of industry, no sign of civilization, no sign of urbanization, there was a small, modest home. And within that small, modest home, lived a boy named Alex and his mother Janet.

"So, did you enjoy your walk today, Alex?" Asked Janet pleasantly as the two continued to eat their dinner together.

"Yes, mom. It was nice. Pip and some of the other trolls were out today, so I played with them for most of the day."

"That's good." Janet said, smiling. "I'm glad that you've been making friends."

"Well, Pip at least. I don't really know the others very well. But they are fun to goof around with."

Janet chuckled. "Give it some time. Pretty soon they'll _all_ be good friends of yours."

"We'll see, mom. We'll see."

As mother and son continued to eat their dinner together, Alex looked long and hard at the bottom of his bowl. As he did, he thought for a moment that he saw a glowing green gem at the bottom of his bowl, but when he blinked, it was gone.

"Is everything alright, honey?"

Smiling, Alex looked up at his mother. "Yeah, mom. Everything's fine now. I'm doing just fine."

 **Author's Note: Well, this took a hell of a lot longer to finish than I had been intending. And truth be told, I'm not totally satisfied with the end result. But, I got it finished finally, and that's what matters. And, it's not like I wasn't doing anything important in the long gaps in-between uploading chapters. College, original stories, and non-writing hobbies are all pretty important I'd say. Gotta have that sense of priorities.**

 **In any case, it's done. May or may not rework this chapter later depending on how satisfied I end up being with it, but for now it's here to stay.**

 **Also, fun-fact: "Alex" is a reference to the character "Alex Ultron", who is basically to Ultron what Brainiac 13 is to Brainiac. Similarly, Pip the Troll mentioned here is an actual Marvel character who spent time in the Soul Gem's pocket dimension.**

 **But, this story's finally wrapped up. I may not be 100% satisfied, but I hope at least some of you liked it. Bonus points to anyone who caught all the references I snuck in in this chapter (there's five of them not counting the reference to "Alex Ultron" noted above).**

 **Excelsior!**


End file.
